Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. (b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt. (c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 9 contracts
Sources: Fee and Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Deed of Trust (Apple Suites Inc)
Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement.
(b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt.
(c) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
(d) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.
Appears in 7 contracts
Sources: Mortgage Agreement (Taubman Centers Inc), Mortgage (Taubman Centers Inc), Mortgage (Taubman Centers Inc)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentTrue, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease correct and complete copies of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise willProperty and any amendments thereto (collectively, upon request the "Leases") are available at Contributor's corporate office for review and copying by FWRLP. Attached hereto as Exhibit B is a description of all of the Leases and a current rent schedule ("Rent Schedule") covering the Leases. There are no leases or tenancies of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change space in the terms Property other than those set forth in Exhibit B or other provisions any subleases or subtenancies which have been consented to by Contributor or of such lease, provided, however, that said successor which Contributor has actual knowledge unless otherwise noted therein. Except as otherwise set forth in interest shall not be bound by Exhibit B or elsewhere in this Agreement:
(i) any payment to the best of rent or additional rent for more than one (1) month Contributor's knowledge, the Leases are in advancefull force and effect and constitute a legal, except prepayments in valid and binding obligation of the nature of security for the performance respective tenants and are assignable by said lessee of its obligations under said lease or Contributor to FWRLP;
(ii) no tenant has an option to purchase the Property;
(iii) no renewal or expansion options have been granted to the tenants, except as provided in the Leases;
(iv) to the best of Contributor's knowledge, Contributor is not in default under any amendment or modification of the lease made without Leases;
(v) the consent rents set forth on the Rent Schedule are being collected on a current basis and there are no arrearages in excess of Beneficiary one month, except as indicated in Exhibit B hereto, nor has any tenant paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance;
(vi) all work for tenant alterations and other work or materials contracted for by Contributor and any tenant has been completed, and all work and materials have been fully paid for or will be paid for by Closing and all contributions to tenants for tenant improvements, if any, have been paid in full or will be paid for by Closing;
(vii) Contributor has not sent written notice to any tenant claiming that such successor tenant is in interest. Each lease shall also provide thatdefault, upon request which default remains uncured, and to the best of Contributor's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit B hereto;
(ix) no action or proceeding instituted against Contributor by said successor any tenant is presently pending in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.any court; and
(x) there are no security deposits other than those set forth in Exhibit B.
Appears in 7 contracts
Sources: Contribution Agreement (First Washington Realty Trust Inc), Contribution Agreement (First Washington Realty Trust Inc), Contribution Agreement (First Washington Realty Trust Inc)
Leases. (a) Grantor will not (i) execute An affidavit (the “Leasing Affidavit”) of an assignment Authorized Officer of the rents Borrower certifying that except as disclosed in the estoppel certificates delivered to the Administrative Agent prior to the Closing Date, that certain ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company Delinquency/Aging Report (Summarized) dated 7/20/2005 provided to the Administrative Agent, or the rent rolls delivered to the Administrative Agent pursuant to Section 7.22, (A) each tenant lease listed in the Leasing Affidavit is in full force and effect; (B) the tenant lease summaries provided by the Borrower to the Administrative Agent are true and correct and, as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any part material term of any Lease which would adversely affect the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof from consistent with the Premises without Beneficiary's prior consentterms disclosed in such summary and the rent rolls delivered to the Administrative Agent pursuant to Section 7.22; (C) no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults, would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; and (D) to the Borrower’s knowledge, no event which would result in a material adverse change in the financial condition, operations or business of one or more tenants under Major Leases has occurred which the Borrower has determined would adversely affect the ability of such tenant to pay its rent and perform its other material obligations under such Major Lease and (ii) except where the lessee is in default thereunder, terminate or consent to standard office lease form and the cancellation or surrender of any standard retail lease of form (both as approved by the Premises or of any part thereof, now existing or hereafter Administrative Agent) to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security used for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofProjects.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 6 contracts
Sources: Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc), Loan Agreement (Douglas Emmett Inc)
Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.
Appears in 6 contracts
Sources: First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Second Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Mezzanine Loan Agreement (Morgans Hotel Group Co.)
Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Original Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant.
(b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned.
(c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender.
(d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease.
(e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Original Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender.
(f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.
Appears in 4 contracts
Sources: Loan Agreement (Sears Holdings Corp), Loan Agreement, Loan Agreement (Sears Holdings Corp)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent relation to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter tenancy agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which its Secured Property may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security subject for the performance of the lessees thereundertime being, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, observe and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained perform in all leases of material respects the Premises or portions thereof now or hereafter existing, covenants on the part of the lessor thereunder and enforce the performance and observance in all material respects of the lessee's covenants and conditions each contained in such lease or tenancy agreement, efficiently manage the premises demised by such lease or tenancy agreement and not grant any licence, waiver, consent or approval under, or agree any material variation to the terms of, or any downward rent review under, such lease or tenancy agreement without the prior written consent of the Security Trustee (such consent not to be kept and performed and will at all times do all things reasonably necessary unreasonably withheld or delayed) (it being acknowledged that such Company may agree an upward rent review in relation to compel performance by the lessee under each any lease of all obligations, covenants and agreements by such lessee or tenancy agreement to which its Secured Property may be performed thereunder. If any of such leases provide subject for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made time being without the consent of Beneficiary the Security Trustee) and from time to time on demand supply to the Security Trustee such information in relation to the above as the Security Trustee reasonably requests; and
(ii) in relation to any lease or tenancy agreement under which its Secured Property may be held, observe and perform in all material respects the covenants on the part of the lessee and enforce the performance and observance in all material respects of the lessor's covenants and conditions each contained in such successor lease or tenancy agreement, duly and efficiently (for the lessee's benefit) negotiate and deal with any upward rent review (it being acknowledged that such Company may agree a downward rent review without the consent of the Security Trustee) (such consent not to be unreasonably withheld or delayed), notify the Security Trustee promptly of any matter or event under or by reason of which such lease has or may become subject to determination or to the exercise by the lessor of any right of re-entry or forfeiture, if reasonably required by the Security Trustee, pursue diligently applications for relief from forfeiture of any lease and from time to time on demand supply to the Security Trustee such information in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.relation to the above as the Security Trustee reasonably requests; and
Appears in 4 contracts
Sources: Debenture (Apw LTD), Debenture (Apw LTD), Debenture (Apw LTD)
Leases. (a) Grantor will not (i) execute an assignment Permit any Consolidated Party to enter into, terminate, cancel, amend, restate, supplement or otherwise modify any Lease relating to any Borrowing Base Property without the prior written consent of the rents or any part thereof from the Premises without Beneficiary's prior consent, Administrative Agent (ii) except where the lessee is in default thereunder, terminate or such consent to be granted or withheld in the cancellation or surrender of any lease reasonable discretion of the Premises or Administrative Agent, subject to the applicable tenant’s entering into of any part thereofa subordination, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, non-disturbance and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates attornment agreement with respect to the status applicable Lease in form and substance acceptable to the Administrative Agent); provided, that this Section 8.17 shall not be deemed (a) to prohibit the applicable Loan Party’s continued performance under any Lease existing as of the Closing Date; (b) to require the Administrative Agent’s approval for any Lease or any such leasestermination, Grantor shall exercise cancellation, amendment, restatement, supplement or modification thereof with respect to Leases permitted or authorized under the Management Agreements (other than the Lease Agreements) or any parking, restaurant, retail, business, spa, laundry service spaces or wireless antennae leases or any other leases for uses that are customary or ancillary to the operation of the applicable Borrowing Base Property that is on market-rate terms and conditions and by its right terms is expressly subordinated to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof the Mortgage Instrument related to Beneficiary promptly upon receipt.
the applicable Borrowing Base Property; (c) In to prohibit the event applicable Loan Party from terminating any Lease by reason of a default by the enforcement tenant thereunder, provided that such termination is commercially reasonable; (d) to prohibit the entering into by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request a Loan Party of any person succeeding ground lease with respect to outparcels held in connection with the applicable Borrowing Base Property, to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by extent (i) any payment the value of rent or additional rent for more than one (1) month in advance, except prepayments in such ground leased outparcels are not material to the nature operation of security for the performance by said lessee of its obligations under said lease or applicable hotel and (ii) any amendment the applicable ground lessee has entered into a subordination, non-disturbance and attornment agreement with respect to the applicable ground lease in form and substance acceptable to the Administrative Agent; (e) to prohibit the Loan Parties from entering into the Lease Agreements; or modification of (f) to prohibit RHP Hotels, LLC, as successor by merger to RHP Property OH, LLC, from leasing what is commonly referred to as the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLa Petite Building on market terms.
Appears in 4 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Leases. (a) Grantor will shall fully comply with all of the terms, conditions and provisions of the Leases so that the same shall not become in default and to do all that is needful to preserve all said Leases in force. With respect to any Lease of the whole or any part of the Property, Grantor shall not, without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, (i) permit assignment or subletting of all or part of the lessee's rights under the Lease unless the right to assign or sublet is expressly reserved by the lessee under the Lease, (ii) execute an assignment of the rents or any part thereof from the Premises Collateral without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify or amend any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept surrender of the Lease or terminate the Lease except in accordance with the terms of the Lease providing for termination in the event of a default, (v) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (vvi) modify, release or terminate any guaranties of any such lease or (vivii) in any other manner impair the value of the Mortgaged Property or the security hereof. Any proceeds or damages resulting from a lessee's default under any such Lease, at Beneficiary's option, shall be paid to Beneficiary and applied against sums owed under the Loan Documents even though such sums may not be due and payable. Except for non-delinquent real estate taxes and assessments, Grantor shall not permit any lien to be created against the Property which may be or may become prior to any Lease. If the Property is partially condemned or suffers a casualty, Grantor shall promptly repair and restore the Property in order to comply with the Leases.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises Property except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises Property or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In Each lease of the Property, or of any part thereof, executed after the date hereof, shall provide that, in the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to this Deed (but shall also provide that Beneficiary, at its option, may subordinate this Deed to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
(d) Grantor shall furnish to Beneficiary upon request, but not more than semi-annually, a certified leasing status report in respect of the Property and a certified rent roll containing the names of all lessees of the Property, the terms of their respective leases, the space occupied and the rentals payable thereunder, together with copies, certified to be true and complete, of such leases as may be requested by Beneficiary.
(e) Grantor shall, promptly upon Beneficiary's request, deposit all tenant security deposits in respect of the Property into an account with Beneficiary or as designated by Beneficiary, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases.
Appears in 3 contracts
Sources: Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc), Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc), Deed of Trust, Security Agreement and Fixture Filing With Assignment of Leases and Rents (Pacific Aerospace & Electronics Inc)
Leases. (a) Prior to execution of any Leases of space in the Improvements after the date hereof, Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without shall submit to Beneficiary, for Beneficiary's prior consentapproval, (ii) except where which approval shall not be unreasonably withheld, a copy of the lessee is form Lease Grantor plans to use in default thereunderleasing space in the Improvements or at the Trust Property, terminate or consent but only to the cancellation extent such form is materially adversely modified from the form submitted to Beneficiary at or surrender of any lease prior to the date hereof. No further submittals of the Premises form Lease shall be required unless the form is materially adversely modified from the form most recently approved by Beneficiary. All such Leases of space in the Improvements or at the Trust Property shall be on terms consistent with the terms for similar leases in the market area of any part thereofthe Premises, now existing or hereafter to shall provide for free rent only if the same is consistent with prevailing market conditions, and shall provide for market rents then prevailing in the market area of the Premises, and shall be made, having an unexpired for a term of not less than three (3) months or greater than one (1) year or moreyear. Such Leases shall also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Grantor shall also submit to Beneficiary for Beneficiary's approval, providedwhich approval shall not be unreasonably withheld, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that proposed material adverse modification of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount form Lease of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Improvements. Grantor will shall not execute any lease of Lease for all or a substantial portion of the Premises Trust Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Trust Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Grantor shall furnish to Beneficiary, within thirty (30) days after a request by Beneficiary to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Grantor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Trust Property, the terms of such leasestheir respective Leases, Grantor shall exercise its right to request such certificates within five (5) days the spaces occupied and the rentals or fees payable thereunder and the amount of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipteach Tenant's security deposit.
(cb) In the event of the enforcement by Trustee Grantor shall not do or Beneficiary of the remedies provided for hereby suffer to be done any act, or by law, the lessee under each of the leases of the Premise will, upon request of omit to take any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, howeveraction, that said successor might result in interest shall not be bound a default by (i) the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or additional cancel or terminate same and shall not further assign any such Lease or any such Rents. Grantor, at no cost or expense to Beneficiary, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Grantor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Grantor shall not, without the prior written consent of Beneficiary, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Trust Property is located. Grantor shall not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to the due date thereof.
(c) Upon the occurrence and continuance of an Event of Default under this Deed of Trust, whether before or after the whole principal sum secured hereby is declared to be immediately due or whether before or after the institution of legal proceedings to foreclose this Deed of Trust, forthwith, upon demand of Beneficiary, Grantor shall surrender to Beneficiary, and Beneficiary shall be entitled to take actual possession of, the Trust Property or any part thereof personally, or by its agent or attorneys. In such event, Beneficiary shall have, and Grantor hereby gives and grants to Beneficiary, the right, power and authority to make and enter into Leases with respect to the Trust Property or portions thereof for such rents and for such periods of occupancy and upon conditions and provisions as Beneficiary may deem desirable in advanceits sole discretion, except prepayments and Grantor expressly acknowledges and agrees that the term of any such Lease may extend beyond the date of any foreclosure sale of the Trust Property, it being the intention of Grantor that in such event Beneficiary shall be deemed to be and shall be the attorney-in-fact of Grantor for the purpose of making and entering into Leases of parts or portions of the Trust Property for the rents and upon the terms, conditions and provisions deemed desirable to Beneficiary in its sole discretion and with like effect as if such Leases had been made by Grantor as the owner in fee simple of the Trust Property free and clear of any conditions or limitations established by this Deed of Trust. The power and authority hereby given and granted by Grantor to Beneficiary shall be deemed to be coupled with an interest, shall not be revocable by Grantor so long as any portion of the Debt is outstanding, shall survive the voluntary or involuntary dissolution of Grantor and shall not be affected by any disability or incapacity suffered by Grantor subsequent to the date hereof. In connection with any action taken by Beneficiary pursuant to this Section, Beneficiary shall not be liable for any loss sustained by Grantor resulting from any failure to let the Trust Property, or any part thereof, or from any other act or omission of Beneficiary in managing the Trust Property, nor shall Beneficiary be obligated to perform or discharge any obligation, duty or liability under any Lease covering the Trust Property or any part thereof or under or by reason of this instrument or the exercise of rights or remedies hereunder. Grantor shall, and does hereby, indemnify Beneficiary for, and hold Beneficiary harmless from, any and all claims, actions, demands, liabilities, loss or damage which may or might be incurred by Beneficiary under any such Lease or under this Deed of Trust or by the exercise of rights or remedies hereunder and from any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in any such Lease other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Beneficiary. Should Beneficiary incur any such liability, the amount thereof, including, without limitation, costs, expenses and reasonable attorneys' fees, together with interest thereon at the Default Interest Rate from the date incurred by Beneficiary until actually paid by Grantor, shall be immediately due and payable to Beneficiary by Grantor on demand and shall be secured hereby and by all of the other Loan Documents securing all or any part of the Debt. Nothing in this Section shall impose on Beneficiary any duty, obligation or responsibility for the control, care, management or repair of the Trust Property, or for the carrying out of any of the terms and conditions of the Lease, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Trust Property by the Tenants or by any other parties or for any dangerous or defective condition of the Trust Property, or for any negligence in the nature of security for the performance by said lessee of its obligations under said lease management, upkeep, repair or (ii) any amendment or modification control of the lease made without the consent Trust Property. Grantor hereby assents to, ratifies and confirms any and all actions of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentwith respect to the Trust Property taken under this Section.
Appears in 3 contracts
Sources: Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc), Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc), Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc)
Leases. (a) Grantor will Borrower shall not (i) execute an assignment enter into any Lease for all or any portion of the rents Property without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion. Borrower shall not amend in any part thereof from the Premises without Beneficiary's prior consentrespect, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of or terminate, the Master Lease, or any lease guaranty of the Premises Master Lease or amend in any material respect any other Lease hereafter entered into, without in each instance, the prior written consent of any part thereofLender, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease which consent may be cancelled if promptly after the cancellation granted or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise withheld in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLender’s sole discretion.
(b) Grantor will not execute any lease of all Borrower (i) shall observe and perform (or cause the observance and performance of) the obligations imposed upon the lessor under the Leases (including the Master Lease) in a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, commercially reasonable manner; (ii) shall enforce (or cause to be performedenforced) the terms, all of the covenants, covenants and conditions and agreements contained in all leases of such Leases (including the Premises or portions thereof now or hereafter existing, on Master Lease) upon the part of the lessor Tenants thereunder (including the Master Tenant) to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not terminate or accept a surrender of any Leases (including the Master Lease), without the prior written consent of Lender, which consent may be bound by granted or withheld in Lender’s sole discretion; (iiii) shall not collect (or permit the collection of) any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute (or permit the execution of) any assignment of lessor’s interest in the nature Leases (including the Master Lease) or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change (or permit the alteration, modification or change of) any Lease (including the Master Lease) so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant (including Master Tenant) or increase the obligations of the lessor; and (vi) shall promptly furnish (or cause to be furnished) to Lender any notice of default or termination received by Borrower from any Tenant (including Master Tenant), and any notice of default or termination given by Borrower to any Tenant (including Master Tenant). Upon request, Borrower shall promptly furnish (or cause to be furnished) Lender with executed copies of all Leases and a statement of all Tenant security for or other deposits.
(c) All security deposits of Tenants held by Borrower, whether held in cash or any other form, shall be segregated from any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated Eligible Account under Borrower’s control at an Eligible Institution. After the performance commencement of a Cash Trap Period, Borrower shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Cash Management Account (which shall then be held by Cash Management Bank in a separate Account), which shall be held by Cash Management Bank subject to the terms of its obligations the applicable Lease. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing.
(d) To the extent Borrower has a right under the Master Lease to approve or consent, Borrower shall not permit or consent to any assignment or sublease of any Lease (including the Master Lease), without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole discretion.
(e) Borrower shall not agree to a reduction in the amount of Rent (including a determination of Base Rent or Percentage Rent due under the Master Lease following the fifth (5th) anniversary of the lease made Commencement Date (as defined in the Master Lease)) without the Lender’s prior written consent, which consent of Beneficiary may be granted or such successor withheld in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender’s sole discretion.
Appears in 3 contracts
Sources: Loan Agreement (Moody National REIT I, Inc.), Loan Agreement (Moody National REIT I, Inc.), Loan Agreement (Moody National REIT I, Inc.)
Leases. (a) Grantor will not With respect to each Lease and to Contributor’s knowledge:
(i) execute an assignment subject to Section 7.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents court before which any proceeding for the enforcement thereof may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the tenant named therein and any other party thereto in accordance with its terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any part proceeding for the enforcement thereof from the Premises without Beneficiary's prior consent, may be brought;
(ii) except where neither the lessee landlord under such Lease nor any other party to such Lease is in breach or default thereunder(subject to applicable notice and cure periods) that would have a Contributor Material Adverse Effect; and no event has occurred that permits termination, terminate modification or consent to the cancellation or surrender of any lease of the Premises or of any part thereofacceleration, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, such that any lease may be cancelled if promptly after the cancellation such termination, modification or surrender thereof acceleration would have a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Contributor Material Adverse Effect;
(iii) modify neither the landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, repudiation would have a Contributor Material Adverse Effect;
(iv) accept prepayments of more than one month subject to Section 8.1.14, neither Contributor nor the Contributor Affiliate has received any written notice of any installments of rents to become due pending disputes under such leasesLease, except prepayments nor is there any forbearance program in the nature of security for the performance of the lessees thereundereffect as to such Lease, such that any such forbearance program would have a Contributor Material Adverse Effect; and
(v) modifyneither Contributor nor the Contributor Affiliate has received any written notice from any governmental authority having jurisdiction over the Property (“Governmental Authority”) and alleging the failure of either or both of the Property and the tenant under the applicable Lease to comply with all applicable laws, release or terminate any guaranties of rules and regulations in all material respects, such that any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereoffailure would have a Contributor Material Adverse Effect.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 3 contracts
Sources: Contribution Agreement (American Housing Income Trust, Inc.), Contribution Agreement (American Housing Income Trust, Inc.), Contribution Agreement (American Housing Income Trust, Inc.)
Leases. (a) Grantor will not The Mortgagor represents and warrants that ------ as of the date hereof:
(i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C attached hereto are the Premises without Beneficiary's prior consent, only Leases in existence on the date hereof relating to the Premises;
(ii) except where the lessee is in default thereunder, terminate or consent true copies of such Leases have been previously delivered to the cancellation or surrender of Mortgagee and there are no agreements with any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Tenant under such Leases other than those agreements expressly set forth therein;
(iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner Mortgagor is the amount sole owner of all of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Mortgagor's Interest in such Leases;
(iv) accept prepayments each of more than one month such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability;
(v) there is no default under any installments of rents to become such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such leases, except prepayments Leases have been paid in the nature of security for the performance full;
(vii) none of the lessees thereunder, (v) modify, release Rents reserved under such Leases have been assigned or terminate any guaranties of any such lease otherwise pledged or (vi) hypothecated except in any other manner impair the value favor of the Mortgaged Property or Mortgagee pursuant to the security provisions hereof.;
(bviii) Grantor will not execute any lease of all or a substantial portion none of the Premises except for actual occupancy by Rents (other than any security deposit collected in accordance with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all provisions of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5applicable Lease) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent have been collected for more than one (1) month in advance, except prepayments in ;
(ix) there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.
Appears in 3 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Raceland Truck Plaza & Casino LLC), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Raceland Truck Plaza & Casino LLC), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Raceland Truck Plaza & Casino LLC)
Leases. (a) Grantor will not (i) execute Borrower and Guarantor shall maintain the Expensify Lease in effect at all times during the Loan term, and any default by Borrower or Guarantor under the Expensify Lease that continues beyond any applicable notice and cure periods provided therein shall be an assignment Event of Default. All subleases of the rents premises or any part thereof from portion of the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent premises subject to the cancellation or surrender of any lease Expensify Lease shall be subject to the prior review and approval of the Premises or of Lender in its sole and absolute; provided however that Lender shall not unreasonably withhold its approval for any part thereof, now existing or hereafter to be made, having an unexpired term of one subleases for less than fifty percent (150%) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledrentable square footage of such premises, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments calculated in the nature of security aggregate for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any all subleases then in effect. All such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofsubleases shall contain such commercially reasonable provisions as Lender may require.
(b) Grantor will not execute any lease The Borrower shall submit executed copies of all or a substantial portion subleases to the Lender within seven (7) Business Days of the Premises except for actual occupancy execution of the same.
(c) The Borrower shall (i) observe and perform all obligations imposed by the lessee thereunder Expensify Lease or its property managerany subleases, if applicable, and will at all times promptly and faithfully performnot do or permit to be done anything to impair the security thereof; (ii) use its best efforts to enforce or secure, or cause to be performedenforced or secured, the performance of each and every obligation and undertaking under the Expensify Lease or any subleases, if applicable, and will appear in and defend, at the Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with the Expensify Lease or any subleases, if applicable; (iii) not collect any of the rents more than thirty (30) days in advance of the time when the same become due under the terms of the Expensify Lease; (iv) not discount any future accruing rents; (v) without the prior written consent of the Lender, to be granted or withheld in Lender’s sole and absolute discretion, not execute any assignment of the Expensify Lease or the rents therefrom; (vi) not modify the rent, the term, the demised premises or the common area maintenance charges under the Expensify Lease, or add or modify any option or right of first refusal to purchase all or any portion of the Property or any present or future interest therein, or surrender, cancel or terminate the Expensify Lease, without the prior written consent of Lender, to be granted or withheld in Lender’s sole and absolute discretion; and (vii) execute and deliver, at the request of the Lender, all such assignments of the covenants, conditions and agreements contained in all leases of Expensify Lease for security purposes as the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder Lender may from time to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipttime require.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 3 contracts
Sources: Loan Agreement (Expensify, Inc.), Loan Agreement (Expensify, Inc.), Loan Agreement (Expensify, Inc.)
Leases. (a) Grantor will not Borrower shall furnish Lender with copies of all Leases to which any Borrower is a party entered into after the Closing Date. All new Leases and renewals or amendments of Leases shall, subject in the case of renewals to the terms and provisions of the applicable existing Lease (including any conditions or requirements with respect to attornment, subordination and attornment), be (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententered into on terms and with Tenants that could not reasonably be expected to result in a Material Adverse Effect, (ii) except where the lessee is in default thereunder, terminate or consent subject and subordinate to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Mortgages and (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security contain provisions for the performance agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the lessees thereunderapplicable Property by any purchaser at a foreclosure sale, (v) modifywhich agreement by Tenant may be conditioned upon Lender entering into a subordination, release or terminate any guaranties of any such lease or (vi) in any other manner impair attornment and non-disturbance agreement mutually acceptable to Lender and the value of applicable Tenant. If expressly required pursuant to a Lease, Lender shall enter into a subordination, attornment and non-disturbance agreement mutually acceptable to Lender and the Mortgaged Property or the security hereofapplicable Tenant.
(b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 4.7(a) (except for any lease Lease to an owner or operator of part or all or of the Sears Auto Center business in connection with the separation of a substantial material portion of the Premises except for actual occupancy by business or assets of such business from the lessee thereunder assets of Guarantor ) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or its property managerconditioned. In addition, all new Leases that are Third-Party Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Third-Party Leases, and any surrender of rights under any Third-Party Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or cause conditioned.
(c) Borrower shall (i) observe and punctually perform in all material respects all the material obligations imposed upon the lessor under the Leases; (ii) use all reasonable efforts to be performed, enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; and (v) not cancel or terminate any guarantee of any of the Third-Party Leases without the prior written consent of Lender.
(d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, Borrower hereby pledges to Lender as security for the Indebtedness any bond or other instrument held by Borrower in lieu of cash security. Upon foreclosure on any Property, Borrower shall deliver to Lender an amount equal to the aggregate security deposits of the Tenants at such Property (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease.
(e) Borrower shall promptly deliver to Lender a copy of each lease written notice from a Tenant under any Third-Party Lease claiming that Borrower is in default in the performance or observance of all obligationsany of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Third-Party Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for notice directly to Lender.
(f) All agreements entered into by or on behalf of Borrower that require the giving by the lessee payment of certificates leasing commissions with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of Leases at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Property or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentMortgage.
Appears in 3 contracts
Sources: Loan Agreement (Sears Holdings Corp), Loan Agreement (Sears Holdings Corp), Loan Agreement (Esl Partners, L.P.)
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and that the lessee is will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in default thereunderthe form annexed as Schedule IV to Tenants under future Major Lease approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, terminate or consent from time to time, and which are reasonably acceptable to Lender.
(b) Borrower (i) shall observe and perform the cancellation or surrender of any lease obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Major Lease without Lender's prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of security all Leases.
(c) Notwithstanding anything to the contrary contained in this Section 4.1.9:
(i) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender's approval, such approval not to be unreasonably withheld, conditioned or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the performance proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by said lessee Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of its obligations under said lease Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period;
(ii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any amendment matter that Lender has not previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within ten (10) Business Days after Lender's receipt of Borrower's written request for such approval or modification consent. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period;
(iii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made transaction are no less favorable to Borrower than as set forth in the term sheet;
(iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet; and
(v) Borrower shall have the right, without the consent or approval of Beneficiary Lender in any instance, to amend, terminate or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccept a surrender of any Lease that is not a Major Lease.
Appears in 3 contracts
Sources: Loan Agreement (Glimcher Realty Trust), Loan Agreement (Glimcher Realty Trust), Loan Agreement (Glimcher Realty Trust)
Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise Premises will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 3 contracts
Sources: Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc)
Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the Leases described in said Schedule X, (ib) execute an assignment each Mortgage Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.
Appears in 3 contracts
Sources: Third Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Second Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC)
Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 3 contracts
Sources: Fee and Leasehold Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc)
Leases. To the best of Borrower’s knowledge after due inquiry and except as set forth on Schedule I, (a) Grantor will the Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and made a part hereof and the Hotel Operating Lease, (ib) execute an assignment Hotel Owner is the owner and lessor of landlord’s interest in the Hotel Operating Lease and Hotel Operator is the lessor under all other Leases, (c) no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the rents or any part thereof from the Premises without Beneficiary's prior consentLeases, (iid) except where the lessee is current Leases are in default thereunderfull force and effect and there are no defaults thereunder by either party and there are no conditions that, terminate with the passage of time or consent to the cancellation giving of notice, or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rent has been paid more than one (1) month in advanceadvance of its due date, (f) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant, (g) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (h) no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such tenant and its employees occupy such leased premises, (i) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, and (j) no tenant under any Lease has any right or option for additional space in the nature of security Improvements except for rights expressly set forth in the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentapplicable Lease.
Appears in 2 contracts
Sources: Loan Agreement (FelCor Lodging Trust Inc), Loan Agreement (FelCor Lodging Trust Inc)
Leases. To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder and the Master Lease. To Borrower's best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) and the Master Lease. As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiarylandlord's prior consent, interest under each Lease; (ii) there are no prior assignments of the landlord's interest by Borrower (and to Borrower's knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) to Borrower's best knowledge, each Lease is in full force and effect; (v) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the "Tenant Estoppels"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one one
(1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without due dates thereof. For purposes of the consent preceding sentence, the term "Lease" shall exclude subleases including the subleases of Beneficiary or such successor in interest. Each lease shall also provide that, upon request space covered by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentthe Master Lease.
Appears in 2 contracts
Sources: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Leases. (a) Grantor will not (i) execute an assignment The Issuer shall adopt and shall cause the Servicer to utilize the pro forma lease in the form provided to the Issuer on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the rents Issuer Group specifically or generally from time to time by the Servicer (the “Servicer’s Pro Forma Lease” in a manner consistent with the Servicer’s “Standard of Care” and the Servicer’s “Conflicts Standard” (as each term is defined in the Servicing Agreement”), for use by the Servicer on behalf of the Issuer or any part thereof from Issuer Subsidiary as a starting point in the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender negotiation of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, Future Leases with Persons who are not Issuer Group Members; provided, however, that with respect to any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is Future Lease entered into in connection with a new lessee having a credit standing at least equivalent to that (x) the renewal or extension of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasean Initial Lease, (iiiy) modify any such lease so as the leasing of an Aircraft to shorten the unexpired term thereof a Person that is or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due was a Lessee under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease an Initial Lease or (viz) in any other manner impair the value leasing of the Mortgaged Property an Aircraft to a Person that is or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by was the lessee under each an operating lease of all obligationsan aircraft that is being managed or serviced by the Servicer (such Future Lease, covenants and agreements a “Renewal Lease”), a form of lease substantially similar to such Initial Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by such lessee to be performed thereunder. If the Servicer in lieu of the Servicer’s Pro Forma Lease on behalf of the Issuer or any Issuer Subsidiary as a starting point in the negotiation of such leases provide for Future Lease with Persons who are not Issuer Group Members; and provided further, however, that if the giving Board determines, in an annual review of the Servicer’s Pro Forma Lease on or before each anniversary of the relevant Closing Date, that any revision to the Servicer’s Pro Forma Lease made from time to time since the preceding review by the lessee of certificates Board (or, with respect to the status first anniversary of the Initial Closing Date, since the Initial Closing Date) is substantially inconsistent with the core lease provisions of the Issuer set forth in Exhibit F to this Indenture (as such leasesprovisions may be amended from time to time, Grantor the “Core Lease Provisions”) in a manner and to such a degree as to have a material adverse effect on the Holders, taking into consideration, inter alia, such revision and any risk that the Aircraft might not be able to be leased on terms substantially consistent with the provisions of the Servicer’s Pro Forma Lease without such revisions, then the Board shall exercise its right direct the Servicer not to request include such certificates within five (5) days revision in the Servicer’s Pro Forma Lease to be used thereafter as the starting point in the negotiation of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding Future Lease with respect to the interest of Grantor as Aircraft. If the Board determines that any such revision to the Servicer’s Pro Forma Lease will not have a result of such enforcementmaterial adverse effect on the Holders, automatically become then the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Board shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in amend the nature of security for the performance by said lessee of its obligations under said lease or applicable Core Lease Provisions to incorporate such revision and (ii) notify the Rating Agencies and the Policy Provider of any amendment or modification Future Lease entered into the terms of which are materially less favorable from the point of view of the lease made lessor than any of the Leases then in effect, including without limitation, such changes to the Core Lease Provisions; provided that the Core Lease Provisions may not be amended without the prior written consent of Beneficiary or the Policy Provider. The Issuer shall not enter into, and shall not permit any Issuer Subsidiary to enter into, any Future Lease the rental payments under which are denominated in a currency other than U.S. dollars without a Rating Agency Confirmation, provided that the Issuer may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Assumed Base Values as of the Payment Date immediately preceding any date of determination of each Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 5% of the sum of the Assumed Base Values as of such successor Payment Date of all Aircraft and (b) the currency exposure is hedged in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccordance with the Issuer’s hedging policy.
Appears in 2 contracts
Sources: Trust Indenture (Genesis Lease LTD), Trust Indenture (Babcock & Brown Air LTD)
Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive.
(b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing.
(c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which either Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower represents and warrants to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Lender with respect to the status of such leasesLeases that: (a) the rent roll attached hereto as Schedule I is true, Grantor shall exercise its right complete and correct and the Property is not subject to request such certificates within five any Leases other than the Leases described in Schedule I, (5b) days of any demand therefor the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by Beneficiary and shall deliver copies thereof either party except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Beneficiary promptly upon receipt.
Lender prior to the date hereof, (c) In the event copies of the enforcement Leases delivered to Lender are true and complete in all material respects, and there are no oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding applicable Tenant delivered to Lender prior to the interest of Grantor as a result of such enforcementdate hereof, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (id) any payment of rent or additional rent for no Rent (including security deposits) has been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (e) all work to be performed by Borrower under said lease or each Lease has been performed as required and has been accepted by the applicable Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (iif) any amendment payments, free rent, partial rent, rebate of rent or modification other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any of the lease made without Leases except as otherwise set forth in an estoppel certificate executed by the consent applicable Tenant delivered to Lender prior to the date hereof; (i) Borrower has no knowledge of Beneficiary any notice of termination or default with respect to any Lease; (j) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (k) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property (other than the Stop and Shop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such successor in interest. Each lease shall also provide thatLease; and (m) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recordable subordination agreement delivered concurrently herewith, upon request or delivered hereafter as approved by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.
Appears in 2 contracts
Sources: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Leases. Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the Indebtedness:
(a) Grantor will not (i) execute an assignment Mezzanine Borrower covenants and agrees that, from the date hereof and until payment in full of the rents Indebtedness, except as permitted in this Section 5.2, Mezzanine Borrower shall not and shall not permit the Property Owner, directly or through any part thereof from the Premises without Beneficiary's prior consentManager or agent or representative to enter into, (ii) except where the lessee is in default thereundermodify, terminate or amend, consent to the cancellation or surrender of any lease (except by the tenant under a Lease under a pre-existing right) or terminate (other than for an event of default on the part of the Premises or of Tenant) any part thereofLease, whether now existing or hereafter entered into, without the prior written consent of Mezzanine Lender, which shall be granted or withheld in Mezzanine Lender's reasonable discretion (and shall be deemed to have been granted if not withheld within seven (7) days of Mezzanine Lender's receipt of a written request therefor specifically stating in boldface type that such approval shall be madedeemed granted if not withheld by Mezzanine Lender within such period and including without limitation all information and details regarding the business and financial terms of the proposed lease, having an unexpired term the identity, creditworthiness and business of one the proposed tenant and any proposed guarantor of such lease, as shall be necessary for Mezzanine Lender to evaluate the proposal). Mezzanine Lender shall provide to Mezzanine Borrower a statement of the reasons for withholding its consent as to any proposed lease. Provided that there shall not have occurred and be continuing a monetary or material non-monetary Default or Event of Default, Mezzanine Borrower may, without Mezzanine Lender's prior written consent, cause Property Owner to enter into and amend or modify or permit the entering into, amendment or modification of any Lease provided that such Lease (1i) year or more, provided, however, that any lease may be cancelled if promptly after provides for rental rates and terms comparable to market rates and terms (taking into account the cancellation or surrender thereof a new lease type and quality of the tenant) existing at the time such proposed Lease is entered into into, (ii) is an arms-length transaction with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledbona fide, on substantially the same terms as the terminated or cancelled leasethird party tenant, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, is not a Major Lease and (iv) accept prepayments with respect to an amendment or modification, is not a material amendment or modification of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa Lease.
(b) Grantor will Mezzanine Borrower shall not execute and shall not permit Property Owner or any lease of all other Affiliate to request a disbursement under the Mortgage Loan Documents from the accounts established therein for reserves for tenant improvements or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates leasing commissions with respect to any Lease unless and until such Lease has been approved by Mezzanine Lender or satisfies the status requirements of this Agreement regarding Leases for which such leases, Grantor approval is deemed to have been given or is not required under this Agreement. Mezzanine Borrower shall exercise its right to request notify Mezzanine Lender in writing of all disbursements requested and made from such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptreserves.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Mack Cali Realty L P), Mezzanine Loan Agreement (Mack Cali Realty Corp)
Leases. With respect to each Lease and to Contributor’s knowledge:
(a) Grantor will not (i) execute an assignment subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the lessor thereunder in accordance with its respective terms, subject to the qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or hereafter in effect, affecting creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the rents or court before which any part proceeding for the enforcement thereof from may be brought and further subject to any other legal defenses to enforcement that may be available to such lessor; and subject to Section 8.1.14, such Lease is legal, valid, binding, enforceable and in full force and effect against the Premises without Beneficiary's prior consenttenant named therein and any other party thereto in accordance with its terms, (ii) except where the lessee is in default thereunder, terminate or consent subject to the cancellation qualification that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now or surrender hereafter in effect, affecting creditors’ rights generally, and except that the availability of any lease equitable remedies, including specific performance, is subject to the discretion of the Premises or of court before which any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease proceeding for the enforcement thereof may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.brought;
(b) Grantor will not execute neither the landlord under such Lease nor any lease of all other party to such Lease is in breach or default (subject to applicable notice and cure periods) that would have a substantial portion of the Premises except for actual occupancy by the lessee thereunder POP Material Adverse Effect; and no event has occurred that permits termination, modification or its property manageracceleration, and will at all times promptly and faithfully performsuch that any such termination, modification or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.acceleration would have a POP Material Adverse Effect;
(c) In neither the event landlord under the Lease nor any other party to such Lease has repudiated (in writing) any provision thereof, such that any such repudiation would have a POP Material Adverse Effect;
(d) subject to Section 8.1.14, neither Contributor nor the POP Affiliate has received any written notice of any pending disputes under such Lease, nor is there any forbearance program in effect as to such Lease, such that any such forbearance program would have a POP Material Adverse Effect; and
(e) neither Contributor nor the POP Affiliate has received any written notice from any governmental authority having jurisdiction over the Project (“Governmental Authority”) and alleging the failure of either or both of the enforcement by Trustee or Beneficiary of Project and the remedies provided for hereby or by lawtenant under the applicable Lease to comply with all applicable laws, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor rules and regulations in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interestall material respects, such lessee shall execute and deliver an instrument or instruments confirming that any such attornmentfailure would have a POP Material Adverse Effect.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (Arizona Land Income Corp)
Leases. (a) Grantor will not (i) execute an assignment Without first having obtained the written consent of Administrative Agent, Borrower will make no assignment, pledge or disposition of the rents Leases or the Rent (except no consent shall be required for Borrower to terminate the Existing Leases or any part thereof from other Lease or exercise other landlord enforcement actions so long as such actions are taken in the Premises without Beneficiary's prior consentordinary course of Borrower’s business); nor will Borrower grant any security interest in the Leases or Rent (except to Administrative Agent and Lenders); nor will Borrower subordinate any of the Leases to any deed of trust, (ii) except where the lessee is in default thereunder, terminate security deed or consent to the cancellation mortgage or surrender any other encumbrance of any lease of the Premises kind or permit, consent or agree to such subordination; nor will Borrower incur any indebtedness to a tenant under or guarantor of any part thereof, now existing Lease which may under any circumstance be used as an offset against the Rent or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become other payments due under such leases, said Lease (except prepayments Borrower may grant rent concessions in the nature ordinary course of security Borrower’s business so long as such concessions are commercially reasonable); nor will Borrower receive or collect any Rent for the performance a period of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceadvance of the date on which such payment is due; and any such acts, except prepayments in if done without the nature prior written consent of security for the performance by said lessee of its obligations under said lease or Administrative Agent, shall be null and void.
(ii) Borrower covenants and agrees to observe and perform duly and punctually all the obligations imposed upon Borrower under the Leases and not to do or permit to be done anything to impair the value thereof; to enforce the performance of each term, provision, covenant, agreement and condition in the Leases to be performed by any amendment tenant thereunder, except as Borrower may waive in the ordinary course of business in owning and operating a multifamily complex in a reasonable and prudent manner; to appear in and defend any action or modification proceeding arising under, occurring out of or in any manner connected with any of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatLeases and, upon request by said successor Administrative Agent, to make appearance in interestthe name and on behalf of Administrative Agent, but at the expense of Borrower; upon request of Administrative Agent, to make available to Administrative Agent at the Property executed copies of any and all Leases, renewals and extensions of existing Leases and any and all subsequent Leases upon all or any part of the Property.
(iii) If there is any payment to Borrower in consideration for the termination of a Lease, Borrower hereby assigns such lessee payment to Administrative Agent, for the benefit of the Lenders, and further covenants and agrees that, during the existence of an Event of Default, it will pay such amounts so received to Administrative Agent, which amounts received by Administrative Agent will be applied to the Indebtedness in such order as Administrative Agent in its sole discretion may determine. Notwithstanding the foregoing, provided no Event of Default exists at the time of receipt by Borrower of any such payments, Borrower may retain such payment.
(iv) Borrower shall execute not (A) terminate, amend or modify any Lease except (1) in the ordinary course of business of owning and deliver an instrument operating a multifamily apartment project in the exercise of Borrower’s prudent business judgment and (2) the Existing Leases may be terminated at any time, or instruments confirming such attornment(B) enter into any new Leases except for Leases which are on Borrower’s standard form lease previously approved by Administrative Agent and with no modifications thereto except for modifications made in the ordinary course of business in the exercise of Borrower’s prudent business judgment and which satisfy the following minimum leasing requirements: (i) minimum initial term of six (6) months (provided, however, up to five percent (5%) of the units may be leased for initial terms of less than six (6) months), (ii) electricity and, if applicable, natural gas, separately metered to tenants, (iii) at current market rents for similar projects in the vicinity of the Property, as reasonably determined by Borrower in the ordinary course of business of owning and operating a multi-family project in a reasonable and prudent manner.
(v) Borrower shall terminate the Existing Leases as soon as reasonably practicable, and shall not extend the term of any Existing Lease beyond November 1, 2014 without the prior written approval of Administrative Agent.
Appears in 2 contracts
Sources: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Leases. (a) Grantor will not (i) execute an assignment The Mortgagor shall, at its own cost and expense, perform, comply with and discharge all of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments Mortgagor under all leases and agreements for the use of more than one month of any installments of rents the Mortgaged Premises and use its best efforts to become due under such leases, except prepayments in the nature of security for enforce or secure the performance of each obligation and undertaking of the lessees thereunderrespective tenants under such leases and shall appear in and defend, (v) modifyat its own cost and expense, release any action or terminate any guaranties proceeding arising out of any such lease or (vi) in any other manner impair connected with the value Mortgagor’s interest in any leases of the Mortgaged Property Premises. The Mortgagor shall apply all tenants security deposits as required by Minnesota Statutes Section 504B.178 and shall keep the covenants required of a lessor or licensor pursuant to Minnesota Statutes Section 504B.161, subdivision 1, if the security hereof.
(b) Grantor will not execute Mortgaged Premises is used for residential purposes. The Mortgagor shall permit no surrender nor assignment of any lease of all or a substantial portion of tenant’s interest under said leases unless the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In assign or surrender is expressly reserved under the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) nor receive any payment installment of rent or additional rent for more than one (1) month in advanceadvance of its due date, except prepayments in nor execute any mortgage or create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the nature terms of security for any such leases, nor borrow against or pledge the performance rentals from such leases, nor exercise or waive any default of the tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by said lessee any tenant under any lease of a failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or (ii) notice to the Mortgagor, and without waiving or releasing the Mortgagor from any amendment or modification of obligation in this Mortgage contained, remedy such failure, and the lease made without Mortgagor agrees to repay upon demand all sums incurred by the consent of Beneficiary or Mortgagee in remedying any such successor failure together with interest at the rate as specified in interestthe Notes. Each lease All such sums, together with interest as aforesaid, shall also provide thatbecome so much additional Secured Indebtedness, upon request by said successor in interest, but no such lessee advance shall execute and deliver an instrument or instruments confirming such attornmentbe deemed to relieve the Mortgagor from any default hereunder.
Appears in 2 contracts
Sources: Mortgage, Security Agreement and Assignment of Rents and Leases (Heron Lake BioEnergy, LLC), Mortgage, Security Agreement and Assignment of Rents and Leases (Heron Lake BioEnergy, LLC)
Leases. (a) Grantor will not All leased property of the Buyer is listed in the Buyer's Leased Property Schedule. Each lease and/or agreement to lease:
(i) execute an assignment is in full force and effect and in good standing and constitutes a legal, valid and binding obligation of FutureLink Alberta or FutureLink Colorado as the case may be and, without limiting the generality of the rents foregoing, there has been no default thereunder by FutureLink Alberta or any part thereof from FutureLink Colorado as the Premises without Beneficiary's prior consentcase may be, or to the best of the knowledge of FutureLink Alberta or FutureLink Colorado as the case may be, by the landlord, and FutureLink Alberta or FutureLink Colorado as the case may be has not received notice of termination or threat by the landlord to terminate such lease or agreement to lease; and
(ii) except where will continue in full force and effect notwithstanding the lessee is in default thereunderclosing of the transactions contemplated by this Agreement without the consent, terminate approval or consent to the cancellation or surrender act of any party under such lease of the Premises or of any part thereof, now existing or hereafter agreement to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent lease; With respect to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, all leased property:
(iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount best of the rents payable thereunder FutureLink Alberta's or materially expand FutureLink Colorado's knowledge as the obligations case may be, the premises and improvements thereto and the purposes for which any of them are used, comply in all respects with the lessor thereunderrelevant zoning, building, environmental and other governmental or municipal by-laws, laws, requirements, regulations and ordinances (including municipal and provincial fire regulations and pollution control regulations) and with Fire Underwriters' regulations;
(iv) accept prepayments there has not been received by FutureLink Alberta or FutureLink Colorado as the case may be or anyone on behalf of more than one month FutureLink Alberta or FutureLink Colorado as the case may be, any notice with respect to any by-law change affecting the premises or relating to any threatened or pending condemnation or expropriation of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, premises;
(v) modify, release neither FutureLink Alberta or terminate FutureLink Colorado as the case may be nor anyone on behalf of it has received any guaranties notice from any insurance carrier of any such lease defects or (vi) inadequacies in any other manner impair the value of the Mortgaged Property premises, which, if not corrected, could result in termination of insurance coverage or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change an increase in the terms or other provisions cost of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.coverage;
Appears in 2 contracts
Sources: Purchase Agreement (Futurelink Distribution Corp), Purchase Agreement (Futurelink Distribution Corp)
Leases. (a) Grantor will not (i) execute an assignment That Mortgagor has no right or power, as against Mortgagee without its consent, to cancel, abridge or otherwise modify in any material respect any of the rents leases or subleases now or hereafter affecting the whole or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or any of any part the terms, provisions or covenants thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents rent to become due under thereunder and Mortgagor shall not do so without such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofconsent.
(b) Grantor will That Mortgagor shall not execute any enter into a lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, substantially all of the covenantsPremises, conditions unless (i) such lease shall expressly provide that the leasehold estate created thereby shall be subject and agreements contained subordinate to all mortgages on the Premises and to the leasehold estates of subtenants created by existing subleases, notwithstanding any clause in all leases any such sublease purporting to subordinate such sublease and the rights of the Premises or portions thereof now or hereafter existing, on the part of the lessor subtenant thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such ground or underlying leases, Grantor (ii) such lease shall exercise its right to request such certificates within five (5) days require that each sublease thereafter made and each renewal of any demand therefor by Beneficiary and existing sublease shall deliver copies thereof to Beneficiary promptly upon receipt.
provide that, (cA) In in the event of the enforcement by Trustee or Beneficiary termination of the remedies provided for hereby or by lawunderlying lease, the lessee under each sublease shall not terminate or be terminable by the subtenant, (B) in the event of any action for the foreclosure of this Mortgage, the sublease shall not terminate or be terminable by the subtenant by reason of the leases termination of the Premise willunderlying lease unless the subtenant is specifically named and joined in any such action and unless a judgment is obtained therein against the subtenant and (C) in the event that the underlying lease is terminated as aforesaid, the subtenant shall attorn to the lessor under the underlying lease or to the purchaser at the sale of the Premises on such foreclosure, as the case may be, and (iii) the lessee in such lease shall agree, and be authorized by Mortgagor, to direct and require the subtenants and other occupants of space in the Premises to pay to Mortgagee on its entry into possession pursuant to Article 16 hereof, or to a receiver appointed to collect the rents, issues and profits of the Premises, the rents payable by them under the terms of their subleases or occupancy agreements upon request being notified by Mortgagee of any person succeeding to default under this Mortgage and of Mortgagee's entry into possession of the interest Premises, or of Grantor the appointment of any such receiver, with the same force and with like effect as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under if said lease or (ii) any amendment or modification of had not been entered into and Mortgagor were entitled to receive the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentspace rents directly.
Appears in 2 contracts
Sources: Credit Agreement (Mediq Inc), Credit Agreement (Mediq Inc)
Leases. (a) Except as expressly permitted under the Bank Credit Agreement or the Indenture, Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary.
(b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Granor shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 Business Days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and
(vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease.
(c) In Grantor shall deliver to Beneficiary, within 10 Business Days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request.
(d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.
Appears in 2 contracts
Sources: Deed of Trust (Bear Island Finance Co Ii), Deed of Trust (Bear Island Finance Co Ii)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, Each Executing Subsidiary shall observe and will at all times promptly and faithfully perform, or cause to be performed, perform all of the covenants, terms, conditions and agreements contained in all leases the Leases to be observed or performed by the lessor thereunder, and each Executing Subsidiary shall not do or suffer to be done anything to impair the security thereof;
(ii) Each Executing Subsidiary shall not collect any of the Premises rents, issues, income or portions thereof now profits assigned hereunder more than thirty (30) days in advance of the time when the same shall become due, except for security or hereafter existingsimilar deposits;
(iii) Prior to giving any consent (including, on but not limited to, any consent to any assignment of, or subletting under, any Lease, except as expressly permitted thereby) or approval, required or permitted by such terms and provisions or cancel or terminate any Major Lease, each Executing Subsidiary shall obtain Agent's prior written consent;
(iv) Each Executing Subsidiary shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the part obligations, duties or liabilities of the lessor thereunder or any tenant or guarantor thereunder, and shall pay all costs and expenses of Agent, including court costs and reasonable attorneys' fees, in any such action or proceeding in which Agent may appear;
(v) Each Executing Subsidiary shall give prompt notice to Agent of any notice of any default by the lessor under any Lease received from any tenant or guarantor thereunder;
(vi) Each Executing Subsidiary shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Major Lease to be kept observed and performed and will at all times do all things reasonably necessary to compel performance by the lessee tenants and guarantors thereunder and shall immediately notify Agent of any material breach by the tenant or guarantor under any such Major Lease;
(vii) If any tenant under any Major Lease is or becomes the subject of any proceeding under the Bankruptcy Code or any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, each lease of all obligations, Executing Subsidiary covenants and agreements by agrees that if any such lessee to Major Lease is so terminated or rejected, no settlement for damages shall be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the prior written consent of Beneficiary Agent, and any check in payment of damages for termination or rejection of any such successor Major Lease will be made payable both to the applicable Executing Subsidiary and the Lenders. Executing Subsidiary hereby assigns any such payment to the Lenders and further covenants and agrees that upon the request of the Lenders, it will duly endorse to the order of the Lenders any such check, the proceeds of which shall be applied in interest. Each lease accordance with the provisions of the Assignment of Leases and Rents; and
(viii) Not later than thirty (30) days after the end of each calendar quarter, each Executing Subsidiary shall also provide that, upon request by said successor deliver to Agent a certified rent roll for the Mortgaged Property as of the last day of such period in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta form reasonably satisfactory to Agent.
Appears in 2 contracts
Sources: Credit Agreement (G Reit Inc), Credit Agreement (G Reit Inc)
Leases. (a) Grantor will not The Mortgagor represents and warrants that:
(i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C annexed hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Premises;
(ii) true copies of such leasesLeases, Grantor shall exercise its right if any, have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases, if any, other than those agreements expressly set forth therein;
(ciii) In the event Mortgagor is the sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor’s Interest in such Leases, if any;
(iv) to the best of Mortgagor’s knowledge each of such Leases, if any, is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms;
(v) to the best of Mortgagor’s knowledge there is no material default under any of such Leases, if any, and there is existing no condition which with the giving of notice or by lawpassage of time or both would cause a material default thereunder in each case, the lessee beyond all applicable notice and grace periods;
(vi) all Rents due under each such Leases, if any, have been paid in full;
(vii) none of the leases Rents reserved under such Leases, if any, have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof;
(viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance, advance except prepayments as permitted under any such Lease entered into in accordance with the nature terms hereof;
(ix) to the best of security for Mortgagor’s knowledge there exists no offsets or defenses to the performance by said lessee payment of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) the Mortgagor has received no written notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease which has not been withdrawn;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)
Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofTrust Property.
(b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and
(vii) promptly deliver to Beneficiary, upon receiptBeneficiary’s request, an assignment of the Grantor’s interest under such Lease.
(c) Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may request.
(d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Beneficiary, and except as expressly permitted under the Credit Agreement, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than thirty (30) days in advance of its due date.
(f) If any act or omission of Grantor would give any lessee under any Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected.
(g) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement and Assignment of Leases and Rents, Deed of Trust, Security Agreement and Assignment of Leases and Rents (Bush Industries Inc)
Leases. (a) Grantor will not (i) execute an assignment Any and all leases, subleases or other agreements entered into by DEVELOPER to secure the Locations of the rents or any part thereof from the Premises without BeneficiaryFRANCHISED STORES must, at a minimum, meet with FRANCHISOR's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of written approval and any such lease or (vi) purchase document must be conditional upon such approval, which approval shall not be unreasonably withheld by FRANCHISOR. The following provisions shall be in any other manner impair the value of the Mortgaged Property DEVELOPER's lease or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates purchase agreement with respect to the status each FRANCHISED STORE:
4.1.2.1 A minimum lease term of such leases, Grantor shall exercise its right to request such certificates within five (5) days years, with a minimum renewal term, at lessee's option of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptan additional five (5) years.
(c) 4.1.2.2 In the event of the enforcement by Trustee unauthorized transfer, expiration or Beneficiary termination of the remedies provided Franchise Agreement and Addendum thereto with respect to a FRANCHISED STORE, for hereby any reason, FRANCHISOR shall have the option for thirty (30) days to assume the obligations under said lease, and at any time thereafter to reassign the lease to another franchisee (which lessor, sublessor or by lawrenter shall reasonably approve);
4.1.2.3 The lessor, sublessor or renter will furnish to FRANCHISOR written notice specifying any default and the lessee method of curing any such default (except that if default is in the nature of nonpayment of rent, FRANCHISOR shall have but thirty (30) days from receipt of such notice to cure said default) and succeed to DEVELOPER's interest in such lease;
4.1.2.4 The lessor, sublessor or renter will accept FRANCHISOR or its designee (which lessor, sublessor or renter shall reasonably approve) as a substitute tenant under each the terms and provisions of the leases of the Premise will, lease upon request of any person succeeding notice from FRANCHISOR that it is exercising its right to succeed to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor DEVELOPER in interest, without change in the terms or other provisions of such lease, provided, however, ;
4.1.2.5 Any lease entered into by DEVELOPER shall provide that said successor in interest it may not be modified or amended without FRANCHISOR's prior written consent which shall not be bound by (i) any payment unreasonably withheld, and that FRANCHISOR shall be promptly provided with copies of rent all such proposed modifications or additional rent for more than one (1) month in advanceamendments and, except prepayments in the nature when executed, true and correct copies of security for the performance by said lessee of its obligations under said lease such executed modifications or (ii) any amendment or modification amendments; and
4.1.2.6 All of the lease made without foregoing constitute rights but not obligations on the consent part of Beneficiary FRANCHISOR to assume the rights and responsibilities of DEVELOPER under any lease, sublease or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentother rental arrangement.
Appears in 2 contracts
Sources: Development Agreement (West Coast Entertainment Corp), Development Agreement (West Coast Entertainment Corp)
Leases. (a) Grantor will not Borrower shall (i) execute an assignment observe and perform all of the rents or any part thereof from material obligations imposed upon the Premises without Beneficiary's prior consent, lessor under the Leases; (ii) except where the lessee is in promptly send copies to Lender of all notices of default thereunder, terminate that Borrower shall send or consent to the cancellation or surrender of receive under any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Material Lease; (iii) modify promptly notify Lender of any tenant under a Material Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased to such lease so as tenant pursuant to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, applicable Material Lease; (iv) accept prepayments of more than one month of any installments of rents to become due under such leasesenforce the material terms, except prepayments covenants and conditions in the nature of security Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the performance of the lessees thereunder, Property; and (v) modifyobtain the prior written approval of Lender, release which approval shall not be unreasonably withheld, conditioned or terminate delayed, for any guaranties Lease of any the Property, material amendment thereto, assignment thereof, or subletting thereunder executed after the date hereof (unless approval for such assignment or subletting is not required pursuant to the express terms of such Lease) but such approval shall only be required for a “Material Lease,” defined herein as either (x) a lease executed after the date hereof where the base Rent payable thereunder exceeds $500,000 per annum, or (viy) the Leases identified on Schedule 5.7 hereof, but approval with respect to such Leases identified on Schedule 5.7 shall be required only for any amendment, assignment or subletting of such Leases identified on Schedule 5.7 which would result in any other manner impair the value a reduction in Rent, reduction in term or reduction in space. Lender’s failure to respond to a request from Borrower for approval within ten (10) Business Days of the Mortgaged Property or latter of (i) such receipt of such request and (ii) receipt of all information reasonably requested by Lender within five (5) Business Days after Lender’s receipt of Borrower’s request for approval, shall be deemed Lender’s approval, provided that Borrower delivers to Lender a writing marked in bold lettering with the security hereoffollowing: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the writing must be marked “PRIORITY” in bold letters.
(b) Grantor will Borrower may enter into any Lease, other than a Material Lease, after the date hereof, without the prior written consent of Lender provided that such Lease (i) is an arms-length transaction with a tenant that is not execute any lease an Affiliate of all or a substantial portion Borrower, (ii) is entered into in the ordinary course of the Premises except for actual occupancy by the lessee thereunder or its property managerbusiness, and will (iii) is subordinate to the Mortgage and the tenant thereunder agrees to attorn to Lender, subject to receipt from Lender of a reasonable and customary subordination, non-disturbance, and attornment agreement. All proposed Leases that do not satisfy the requirements set forth in this Section 5.7 require Lender’s prior written approval at all times Borrower’s expense (including reasonable legal fees and expenses). Borrower shall promptly deliver to Lender a copy of each Lease (other than a residential lease) entered into after the Closing Date, together with written certification from Borrower confirming that (y) the copy delivered is a true, complete and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any correct copy of such leases provide for the giving by the lessee Lease and (z) Borrower has satisfied all conditions of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Section 5.7.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest Borrower shall not be bound by (i) make any payment assignment or pledge of rent any Lease or additional rent for Rents to anyone other than Lender until the Indebtedness is paid in full, (ii) collect any Rents under the Leases more than one (1) month (or three (3) months during any period of time when the REIT Condition is satisfied) in advance, advance (except prepayments that Borrower may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature prevailing market); (iii) enter into, amend in any material respect or terminate any Material Lease (provided, however, that Borrower may terminate any such Material Lease if the lessee thereunder is in material monetary default of security for the performance by said lessee of its obligations under said lease such Material Lease); or (iiiv) execute or grant any amendment or modification of any Lease which in the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaggregate might have a Material Adverse Effect.
(d) Intentionally Omitted.
(e) Intentionally Deleted.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Digital Realty Trust, Inc.)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms Except as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments disclosed in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawRegistration Statement, the lessee Time of Sale Prospectus and the Prospectus, no tenant under each any of the leases of the Premise willProperties to which the Company, upon request the Operating Partnership, any of their respective subsidiaries or any person succeeding to the interest of Grantor Predecessor Entity is a party (as a result landlord) (the “Leases”) has a right of such enforcementfirst refusal or an option to purchase any Property, automatically become the lessee of said successor in interestwhich, without change in the terms or other provisions of such leaseif exercised, provided, however, that said successor in interest shall not would reasonably be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or expected to have a Material Adverse Effect; (ii) there are no subleases with respect to any amendment Property or modification portion thereof; (iii) in the aggregate, there have been no material terminations or notices of intent to terminate the Leases delivered by any parties to such Leases; (iv) to the knowledge of the Company and the Operating Partnership, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities have made reasonable provision for the payment of all known and reasonably foreseeable tenant improvement allowances, leasing commissions, capital expenditures and other costs and expenses of the Company, the Operating Partnership, their respective subsidiaries and the Predecessor Entities in connection with the ownership, operation or leasing of the Properties; and (vi) none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities or, to the knowledge of the Company, the Operating Partnership and the Predecessor Entities and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any lessee under a Lease, is in default under any of the Leases and none of the Company, the Operating Partnership, any of their respective subsidiaries or any of the Predecessor Entities knows of any event which, whether with or without the consent passage of Beneficiary time or the giving of notice, or both, would constitute a default under any of the Leases, except, in each case, for such successor defaults that would not, individually or in interest. Each lease shall also provide thatthe aggregate, upon request by said successor result in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmenta Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (FrontView REIT, Inc.), Underwriting Agreement (FrontView REIT, Inc.)
Leases. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located, except for such payments or other obligations that (a) Grantor will not relate to closed Stores (iincluding, without limitation, Stores owned by the J. ▇▇▇▇ Entities) execute an assignment where no Collateral included in the calculation of the rents or any part thereof from Borrowing Base most recently delivered by the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent Borrower Representative to the cancellation Agent is or surrender of any lease of the Premises may be located or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (b)(i) are either (1) year being contested in good faith by appropriate proceedings or more(2) the subject of a good faith, providedbona fide dispute related to the leased premises (including such payments and such obligations that are the subject of an ▇▇▇▇▇▇▇ internal review by such Credit Party in the determination of whether a good faith, however, that any lease may be cancelled if promptly after bona fide dispute exists with respect to such payments and such obligations) consistent with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that practices of the lessee whose lease was cancelledBorrowers and their Subsidiaries on the Closing Date, on substantially provided that, in the same terms as case of this clause (2), upon receipt of any notice of default under the terminated or cancelled applicable lease, (iii) modify any such lease so as to shorten the unexpired term thereof applicable Credit Party or so as to decrease, waive or compromise in any manner the amount Subsidiary of the rents payable thereunder or materially expand the a Credit Party shall promptly pay and perform its obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leaseslease, irrespective of whether the bona fide dispute is then continuing, except prepayments solely to the extent that (A) the continued failure to so pay or perform in connection with such good faith, bona fide dispute could not reasonably be expected to result in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties termination of any such lease (provided that such Credit Party or such Subsidiary of a Credit Party shall promptly at the time the continued failure to so pay or perform could reasonably be expected to result in the termination of any such lease, either (x) commence a proceeding pursuant to clause (b)(i)(1) above, which proceeding shall seek to stay any such termination and such relief shall have been granted by the relevant court, or (viy) deem the applicable Store subject to such lease a closed Store pursuant to clause (a) above (it being agreed that all Collateral located at such store shall be promptly excluded from the calculation of the Borrowing Base and the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent demonstrating the exclusion of such Collateral)) and (B) the failure to so pay or perform under such lease, individually or in the aggregate with all other leases which are the subject of a bona fide dispute, could not reasonably be expected to result in a Material Adverse Effect, and (ii) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except case, for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained which adequate reserves in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements accordance with GAAP are being maintained by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptPerson.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 2 contracts
Sources: Term Loan Agreement (Talbots Inc), Credit Agreement (Talbots Inc)
Leases. (a) Grantor will not All Leases to which Borrower is a party executed after the date hereof and all renewals thereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as Mortgage encumbering the applicable Individual Property and that the lessee will attorn to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Lender and (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofLoan Documents.
(b) Grantor will not execute any lease of All Major Leases to which Borrower is a party executed after the date hereof and all or a substantial portion renewals thereof shall be subject to Lender’s prior approval (other than renewals at the option of the Premises tenant at rents specified in the applicable Major Lease). All Leases to which Borrower is a party and all renewals, amendments and modifications thereof executed after the Effective Maturity Date shall be subject to Lender’s prior approval, except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to Leases that have been assigned to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptHotel Lessees.
(c) In the event Borrower shall not accept a surrender of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, any Major Lease to which Borrower is a party without Lender’s prior approval (unless the lessee under each of has the leases of unilateral right to terminate such Major Lease). Borrower shall not terminate a Major Lease to which Borrower is a party without Lender’s prior approval (unless the Premise will, upon request of any person succeeding to other party thereto is in material default and the interest of Grantor as a result termination of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not Major Lease would be bound by commercially reasonable).
(d) Borrower (i) shall observe and perform in all material respects the obligations imposed upon the lessor under the Leases to which Borrower is a party in a commercially reasonable manner; (ii) shall enforce the material terms, covenants and conditions contained in the Leases to which Borrower is a party upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not collect any payment of rent or additional rent for the rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases to which Borrower is a party or the Rents thereunder (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Major Lease to which Borrower is a party so as to decrease the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made lessee or increase the obligations of lessor without Lender’s prior approval, which approval shall not be unreasonably withheld. Except as specifically provided in clause (v) above, Borrower shall have the right to alter, modify or change any Major Lease without Lender’s prior approval.
(e) Upon request, Borrower shall furnish Lender with executed copies of all Leases.
(f) The Marquis Borrower shall have the right to assign the Marquis Lease to the Hotel Lessee of the Marriott Marquis without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLender.
Appears in 2 contracts
Sources: Loan Agreement (Host Marriott L P), Loan Agreement (Host Marriott Corp/)
Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.
(b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease.
(c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing.
(d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.
Appears in 2 contracts
Sources: Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)
Leases. (a) Grantor will not All commercial Leases directly with Mortgage Borrower and all renewals of commercial Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any provide that such lease so as Lease is subordinate to shorten the unexpired term thereof or so as to decreaseMortgage and that, waive or compromise in any manner upon the amount foreclosure of the rents payable Mortgage, sale by power of sale thereunder or materially expand deed-in-lieu of foreclosure, the obligations Tenant will attorn to the transferee of the lessor thereunderProperty, (iv) accept prepayments of more than one month of not contain any installments of rents to become due terms which would materially adversely affect Lender’s rights under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, Loan Documents and (v) modifybe subject to Lender’s prior approval, release or terminate any guaranties which approval, with respect to the lease of any such lease Commercial Unit or (vi) space, shall not be unreasonably withheld, conditioned or delayed. No Residential Units shall be leased without Lender’s prior consent in any other manner impair the value of the Mortgaged Property or the security hereofits sole discretion.
(b) Grantor will not execute any lease of all or Borrower (i) shall cause Mortgage Borrower to observe and perform the obligations imposed upon the lessor under the Leases to which Borrower is a substantial portion of party in a commercially reasonable manner; (ii) shall cause Mortgage Borrower to enforce the Premises except for actual occupancy by the lessee thereunder or its property managerterms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee thereunder to be kept and observed or performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as in a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, commercially reasonable manner; provided, however, that said successor in interest Borrower shall not be bound by permit Mortgage Borrower to terminate or accept a surrender of any Lease without Lender’s prior approval; (iiii) shall not collect any payment of rent or additional rent for the Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not permit Mortgage Borrower to execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not permit Mortgage Borrower to (without Mortgage Lender’s consent which shall not be unreasonably withheld, conditioned or delayed) alter, modify or change any Lease so as to change the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made without lessee or increase the consent obligations of Beneficiary or such successor in interest. Each lease lessor.
(c) Upon request, Borrower shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentfurnish Lender with executed copies of all Leases.
Appears in 2 contracts
Sources: Second Mezzanine Loan Agreement, Second Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Leases. (a) Grantor will not (iSection 5.10(a) execute an assignment of the rents iPCS Disclosure Schedule contains an accurate and complete list of each lease pursuant to which iPCS or any part thereof from the Premises without Beneficiary's prior consent, of its Subsidiaries leases any real or personal property (iiexcluding leases or licenses of tower space to which either iPCS or any of its Subsidiaries is a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) except where the lessee is in default thereunder, terminate or consent (each a "iPCS Lease"). A true and complete copy of each iPCS Lease has heretofore been made available to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofCompany.
(b) Grantor To the knowledge of iPCS, each iPCS Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each iPCS Lease of real property (a "iPCS Leased Premise") is free and clear of all Liens other than Permitted Liens. There are no existing defaults by iPCS or any of its Subsidiaries under any of the iPCS Leases in any material respect, and to the knowledge of iPCS no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any iPCS Lease. iPCS has received no notice, and has no other reason to believe, that any lessor under any iPCS Lease will not execute any lease of all or a substantial portion consent (where such consent is necessary) to the consummation of the Premises except for actual occupancy by Merger without requiring any material modification of the rights or obligations of the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event Except as set forth in Section 5.10(c) of the enforcement by Trustee iPCS Disclosure Schedule, with respect to leases or Beneficiary licenses of the remedies provided for hereby tower space to which iPCS or by lawany of its Subsidiaries is a party ("iPCS Tower Leases"), the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) to the knowledge of iPCS there are no applications, ordinances, petitions, resolutions or other matters pending before any payment governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of rent any of the iPCS Leased Premises by the iPCS or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee any of its obligations under said lease or Subsidiaries, (ii) either the iPCS or one of its Subsidiaries has good and valid easement or other rights providing reasonable access and utilities to and from the iPCS Leased Premises under the iPCS Tower Leases, and (iii) neither iPCS nor any amendment of its Subsidiaries has voluntarily granted any, or modification is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of iPCS Leased Premises under iPCS Tower Leases for the same purposes and uses as such iPCS Leased Premises have been used by iPCS or any of its Subsidiaries, except for Permitted Liens. Section 5.10(c) of the iPCS Disclosure Schedule identifies all iPCS Tower Leases which provide for the lease made without or license of six or more sites.
(d) iPCS have previously delivered to the consent Company a true and correct schedule which lists the iPCS' wireless tower sites (the "iPCS Tower Sites"). Except as set forth in Section 5.10(d) of Beneficiary the iPCS Disclosure Schedule, with respect to each iPCS Tower Site (i) iPCS operates such site pursuant to a valid lease, license or master tower agreement; (ii) such successor site is operational, generates sufficient signal to carry wireless voice traffic and is interconnected with the Sprint PCS national network and (iii) such site is in interest. Each lease shall also provide thatmaterial compliance with applicable zoning requirements, upon request by said successor in interest, such lessee shall execute FAA and deliver an instrument or instruments confirming such attornmentFCC regulations and other governmental regulations.
Appears in 2 contracts
Sources: Merger Agreement (Horizon PCS Inc), Merger Agreement (Ipcs Inc)
Leases. (a) Grantor will not (i) execute an assignment Mortgagor hereby collaterally assigns and transfers to Lender all the rents, issues and profits of the rents Premises, whether now or hereafter accruing, and hereby gives to and confers upon Lender the right, power and authority to collect such rents, issues and profits. From time to time, upon the request of Lender, Mortgagor shall give further evidence of the foregoing assignment to Lender by executing and delivering to Lender specific assignments (in form and substance satisfactory to Lender) of the rents, issues and profits. From time to time, Mortgagor shall also execute and deliver to Lender any part thereof notice to tenants or other document reasonably required by Lender. Mortgagor irrevocably appoints Lender its true and lawful attorney-in-fact, at the option of Lender at any time and from time to time after the Premises without Beneficiary's prior consentoccurrence of any Event of Default under this Mortgage (whether or not Lender takes possession of the Premises), (ii) except where to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to ▇▇▇, in the lessee is in default thereundername of Mortgagor or Lender, terminate or consent for all such rents, issues and profits and apply the same to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, indebtedness secured hereby; provided, however, that any lease may Mortgagor shall have permission to collect such rents, issues and profits (but rents shall not be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of collected for more than one month in advance) prior to the occurrence of any installments Event of rents Default under this Mortgage. Upon the occurrence of any Event of Default, the permission hereby given to become due under Mortgagor to collect such leasesrents, except prepayments issues and profits shall terminate and such permission shall not be reinstated upon the cure of the Event of Default without Lender’s specific written consent. Further, upon the occurrence of any Event of Default, Mortgagor shall immediately turn over to Lender all rents, issues and profits in the nature actual or constructive possession of Mortgagor (or its agents or affiliates), together with an accounting thereof. Exercise of Lender’s rights under this Section, and the application of any rents, issues and profits to the indebtedness secured hereby, shall not cure or waive any default. To the fullest extent allowed by law, the assignment of the rents, issues and profits of the Premises in this Section is intended to be an absolute assignment from Mortgagor to Lender and not merely the passing of a security interest but Mortgagor shall have the right to collect the same so long as no Event of Default under this Mortgage shall have occurred. Upon any occurrence of any Event of Default under this Mortgage, Lender may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the performance indebtedness hereby secured, enter upon and take possession of the lessees thereunderPremises, (vor any part thereof, and in its own name ▇▇▇ for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same in accordance with the provisions of Section 2.3(b) modifyhereof The collection of such rents, release issues and profits, or terminate any guaranties of any such lease or (vi) in any other manner impair the value entering upon and taking possession of the Mortgaged Property Premises, or the security hereof.
(b) Grantor will application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default. Mortgagor shall not execute any lease of all or a substantial portion other assignment of the income, rents, issues or profits, or any part thereof, from the Premises except for actual occupancy by the lessee thereunder to any person or entity other than Lender. Mortgagor covenants that it shall, at its property managersole cost and expense, (a) duly and will at all times promptly punctually perform and faithfully performdischarge, or cause to be performedperformed and discharged, all of the covenants, conditions obligations and agreements contained in undertakings of Mortgagor or its agents under all leases affecting the Premises, (b) use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee respective tenants under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In promptly notify Lender if Mortgagor receives any notice from a tenant claiming that Mortgagor is in default under a lease, and (d) appear in and defend any action or proceeding arising under or in any manner connected with the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases. Mortgagor shall not execute any leases of the Premise will, upon request of any person succeeding pertaining to the interest Property without the prior written consent of Grantor as a result of such enforcementLender, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest which consent shall not be bound by (i) any payment unreasonably withheld and all leases shall be inferior and subordinate to the lien of rent or additional rent for more than one (1) month in advance, except prepayments in this Mortgage and the nature terms of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentso expressly provide.
Appears in 2 contracts
Sources: Mortgage and Security Agreement (American Leisure Holdings, Inc.), Mortgage and Security Agreement (American Leisure Holdings, Inc.)
Leases. 5.10.1 All new Leases shall be subordinate to the Mortgage and the tenant thereunder shall agree to attorn to Lender either pursuant to the Lease or a subordination, nondisturbance and attornment agreement executed by such tenant and Lender. None of the Leases shall contain any option to purchase, any right of first refusal to purchase or any right by a tenant to terminate the lease term (a) Grantor will not except for termination rights (i) execute an assignment set forth in Leases executed prior to, or on, the date hereof or (ii) arising from a taking or the destruction of all or substantially all of the rents Property or all or substantially all of a tenant's demised premises). Leases executed after the date hereof shall not contain any provisions which adversely affect the Property or which might adversely affect the rights of any holder of the Loan without the prior written consent of Lender. Each tenant shall conduct business only in that portion of the Property covered by its Lease. Upon request, Borrower shall furnish Lender with executed copies of all Leases.
5.10.2 Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld or conditioned (i) enter into any Material Lease of all or any part thereof from of the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in cancel, terminate (other than as a result of a tenant default thereunder), terminate abridge or otherwise modify in any material respect the terms of any Material Lease unless such action is required by the terms thereof, or accept a surrender thereof, (iii) consent to the cancellation any assignment of or surrender subletting under any Material Lease not in accordance with its terms, (iv) cancel, terminate, abridge or otherwise modify any guaranty of any lease of Material Lease or the Premises or of any part terms thereof, now existing or hereafter to be made, having an unexpired term (v) accept prepayments of installments of Rents for a period of more than one (1) year month in advance (other than estimated payments of taxes and reimbursable expenses paid by tenants pursuant to their Leases) or more(vi) further assign the whole or any part of the Leases or the Rents other than in connection with a Transfer and Assumption. If Lender fails to respond to a request for consent under this Section 5.10.2 within ten (10) Business Days of receipt thereof, providedsuch consent shall be deemed granted, howeverprovided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. In the event that Lender refuses to grant any such consent, Lender shall specify in writing the reasons for such refusal. In addition, Borrower shall not (A) lease may be cancelled if promptly after all or any part of the cancellation Property, (B) cancel, terminate (other than as a result of a tenant default thereunder), abridge or otherwise modify the terms of any Lease in any material respect, or accept a surrender thereof thereof, (C) consent to any assignment of or subletting under any Lease not in accordance with its terms or (D) cancel, terminate, abridge or otherwise modify in any material respect any guaranty of any Lease or the terms thereof, unless such actions are exercised for a new lease is commercially reasonable purpose in arms-length transactions for market rate terms. The foregoing shall not apply to any Lease or license entered into with a new lessee having a credit standing at least equivalent Taxable REIT Subsidiary.
5.10.3 Borrower (i) shall observe and perform all the material obligations imposed upon the lessor, grantor or licensor, as applicable, under the Leases and shall not do or permit to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as be done anything to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or Leases as security for the security hereof.
Debt; (bii) Grantor will not execute any lease shall promptly send copies to Lender of all notices of default which Borrower shall send or a substantial portion of receive thereunder; (iii) shall enforce all the Premises except for actual occupancy by the lessee thereunder or its property managermaterial terms, covenants and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on Leases upon the part of the lessor lessee, grantee or licensee, as applicable, thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof (unless by the lessee under each lease reason of all obligations, covenants and agreements by such lessee to be performed default thereunder. If ); (iv) shall not collect any of such leases provide for the giving Rents (other than estimated payments of taxes and reimbursable expenses paid by the lessee of certificates with respect tenants pursuant to the status of such leases, Grantor shall exercise its right to request such certificates within five (5their Leases) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments ; (v) shall not execute any other assignment of the lessor's interest in the nature of security for Leases or the performance by said lessee of its obligations under said lease or Rents except in connection with a Transfer and Assumption; (iivi) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatshall, upon request by said successor of Lender, request and use commercially reasonable efforts to obtain and deliver to Lender tenant estoppel certificates from each commercial tenant at the Property (except sublease tenants of the Master Lease Space) in interestform and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such lessee certificates more frequently than two (2) times in any calendar year; and (vii) shall execute and deliver an at the request of Lender all such further assurances, confirmations and assignments in connection with the Property as Lender shall from time to time reasonably require.
5.10.4 All security deposits of tenants, whether held in cash or any other form, if cash, shall be deposited by Borrower at such commercial or savings bank or banks and shall be held in compliance with applicable Legal Requirements, as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable legal requirements shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as hereinabove described, shall (if issued after the date hereof) be fully assignable to Lender and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing. Following the occurrence and during the continuance of any Event of Default, Borrower shall, upon Lender's request, if permitted by any applicable legal requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) with respect to all or instruments confirming such attornmentany portion of the Property, to be held by Lender subject to the terms of the Leases.
Appears in 2 contracts
Sources: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Beneficiary, execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereofTrust Property, now existing or hereafter to be made, provided that Grantor may enter into leases having an unexpired aggregate term of one less than twelve months (1including all extension or renewal terms) year which are primarily for agricultural or more, provided, however, that any lease may be cancelled if promptly after recreational hunting purposes without the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prior written consent of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofBeneficiary.
(b) As to any Lease consented to by Beneficiary, Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 business days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and
(vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease.
(c) In Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or default; such statement shall be accompanied by lawcredit information with respect to the lessees and such other information as Beneficiary may request.
(d) All Leases entered into by Grantor after the date hereof, the lessee under each of the leases of the Premise willif any, upon request and all rights of any person succeeding lessees thereunder shall be subject and subordinate in all respects to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other lien and provisions of such leasethis Deed of Trust unless Beneficiary shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Beneficiary, providedexcept as expressly permitted under the Credit Agreement, however, that said successor in interest Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be bound by (i) any taken nor shall Grantor accept the payment of rent or additional rent for more than one thirty (130) month days in advance, except prepayments in the nature of security for the performance by said lessee advance of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentdue date.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Leases. Borrower hereby agrees, subject to the provisions of Section 5.3 hereof, that:
(a) Grantor will not (i) execute an assignment All leases and rental arrangements with tenants of the rents or any part thereof from the Premises without Beneficiary's prior consentPremises, including renewal leases (iiall herein generally called “Leases”) except where the lessee is in default thereunder, terminate or consent shall be subject to the cancellation approval of Holder as to form, content, economic terms (including concessions, tenant improvements and otherwise), and term, and once approved shall not be modified, amended or surrender terminated without Holder’s prior written approval; provided that Holder will provide to Borrower its approval or disapproval of any lease of the Premises or of any part Lease within 10 Business Days after it shall have been furnished with a copy thereof, now existing or hereafter a copy of all requisite credit information and other information regarding the tenant which Holder may reasonably acquire and plans, specifications and estimated Tenant Costs relating to be madesuch Lease, having an unexpired term of one (1) year or more, provided, however, that any lease all in such detail as Holder may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.require;
(b) Grantor will not execute Prior to presenting to any lease of all or proposed tenant a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates proposal with respect to the status any proposed lease, Borrower shall furnish to Holder notice of such leasesproposal and of the terms and provisions to be contained therein, Grantor which proposal shall exercise its right not be sent to such proposed tenant unless the same shall have been approved by Holder; provided that:
(i) Holder shall be deemed to have approved such proposal if it shall not object thereto within two Business Days after having been furnished with a request for approval thereof; and
(ii) No such certificates within five (5) days approval or deemed approval by Holder of a proposal as aforesaid shall be deemed an approval by Holder of any demand therefor by Beneficiary and shall deliver copies thereof proposed lease or limit Holder’s right pursuant to Beneficiary promptly upon receipt.Subsection (a) above to approve any proposed lease prior to its execution, whether or not such proposed lease conforms to the proposal therefor; and
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for Borrower hereby or by law, the lessee under each of the leases of the Premise will, upon request consents and agrees that it will not accept termination of any person succeeding to the interest of Grantor as a result of Lease, or accept any Lease Termination Payment in connection therewith, unless such enforcement, automatically become the lessee of said successor termination and Lease Termination Payment has previously been approved in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound writing by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentHolder.
Appears in 2 contracts
Sources: Loan Agreement (Prime Group Realty Trust), Loan Agreement (Prime Group Realty Trust)
Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's Mortgagee’s prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month’s rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees in connection with a permitted cancellation, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property as a whole or the security hereof. In addition, Mortgagor will comply with the leasing requirements set forth in Section 6.10 of the Loan Agreement.
(ba) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt.
(cb) In Each lease of the Premises, or of any part thereof, entered into after the date hereof shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
(c) Mortgagor shall apply tenant security deposits only in accordance with the applicable Leases. Mortgagor shall, promptly upon Mortgagee’s request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases. If an Event of Default exists, Mortgagor shall be deemed to be holding all tenant security deposits in trust for the benefit of Mortgagee, subject to the rights of tenants in such security deposits.
Appears in 2 contracts
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Taubman Centers Inc), Mortgage, Assignment of Leases and Rents and Security Agreement (Taubman Centers Inc)
Leases. (a) Grantor will not Borrower covenants and agrees that, from the date hereof and until payment in full of the Debt, Borrower shall, or shall cause Owner to, comply with the terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the extent such term, covenants and conditions require any consents, approvals or waivers by Mortgage Lender, Lender shall have the same rights to consent, approve or waive.
(b) Subject to the rights of Mortgage Lender in respect of the Rents under the Mortgage Loan Documents, the rights of Intermediate Mez Lender in respect of the Rents under the Intermediate Mez Loan Documents and the rights of Senior Mez Lender in respect of the Rents under the Senior Mez Loan Documents, at any time that (i) execute an assignment of payments are not being made to the rents Central Account, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where following repayment of the lessee Mortgage Loan, then Lender shall have the immediate right to notify the bank in which the Collection Account is in default thereunder, terminate or consent located to make payments directly to the cancellation Lockbox Account. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Intermediate Mez Lender under the Intermediate Mez Loan Documetns and Senior Mez Lender under the Senior Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or surrender any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any lease undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the terms of the Premises Leases. Any letter of credit or other instrument which Borrower or Owner holds in lieu of cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and shall in all respects comply with any part thereofapplicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, now existing upon request, provide Lender with evidence satisfactory to Lender of Borrower’s, Intermediate Mez Borrower’s, Senior Mez Borrower’s and Owner’s compliance with the foregoing.
(c) Borrower (i) shall cause Owner or hereafter Operating Tenant to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent done anything to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
Major Space Leases; (bii) Grantor will not execute any lease shall cause Owner to promptly send copies to Lender of all or a substantial portion notices of material default which Owner shall receive under the Premises except for actual occupancy by Major Space Leases; (iii) shall, consistent with the lessee thereunder or its property managerApproved Manager Standard, and will at all times promptly and faithfully perform, or cause to be performed, enforce all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsterms, covenants and agreements by such lessee conditions contained in the Leases to be performed thereunder. If observed or performed; (iv) shall not permit Owner to collect any of such leases provide for the giving by Rents under the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Major Space Leases more than one (1) month in advance, advance (except prepayments that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the nature of security for the performance by said lessee of its obligations under said lease prevailing market); (v) shall not permit Owner to cancel or (ii) terminate any amendment or modification of the lease made Leases or accept a surrender thereof in any manner inconsistent with the Approved Manager Standard; (vi) shall not permit Owner to alter, modify or change the terms of any guaranty of any Major Space Lease or cancel or terminate any such guaranty in a manner inconsistent with the Approved Manager Standard; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all reasonable efforts to seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. Borrower shall, and shall cause Intermediate Mez Borrower, Senior Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which any of Intermediate Mez Borrower, Senior Mez Borrower or Owner shall receive under the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ashford Hospitality Trust Inc), Loan and Security Agreement (Ashford Hospitality Trust Inc)
Leases. To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) Grantor will the Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in said Schedule X, (ib) execute an assignment each Borrower is the owner and lessor of the rents landlord’s interest in each such Lease affecting its Property, (c) no Person has any possessory interest in any Property or any part thereof from right to occupy the Premises without Beneficiary's prior consentsame except under and pursuant to the provisions of such Leases, (iid) except where all commercial Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the lessee is in default thereunderpassage of time or the giving of notice, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereofboth, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor would constitute material defaults thereunder, (ive) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance copies of the lessees thereundercommercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (vf) modify, release or terminate any guaranties of any such lease or no Rent (viincluding security deposits) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except prepayments such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no tenant under any Lease has any right or option for additional space in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentImprovements.
Appears in 2 contracts
Sources: Loan Agreement (Morgans Hotel Group Co.), Loan Agreement (Hard Rock Hotel Holdings, LLC)
Leases. (a) Grantor will not (i) execute an assignment of the ------ rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly -------- ------- after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by -------- -------
(i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 2 contracts
Sources: Fee and Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc), Fee and Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement (Apple Suites Inc)
Leases. (a) Grantor will Mortgagor covenants and agrees that it shall not enter into any Lease affecting the lesser of (ix) execute an assignment ten percent (10%) of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease gross leaseable area of the Premises Improvements and (y) 10,000 square feet or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or having a term of ten (10) years or more without the security hereofprior written approval of Mortgagee, which approval shall not be unreasonably withheld. The request for approval of each such proposed new Lease shall be made to Mortgagee in writing and Mortgagor shall furnish to Mortgagee (and any loan servicer specified from time to time by Mortgagee): (i) such biographical and financial information about the proposed Tenant as Mortgagee may require in conjunction with its review, (ii) a copy of the proposed form of Lease and (iii) a summary of the material terms of such proposed Lease (including, without limitation, rental terms and the term of the proposed lease and any options). It is acknowledged that Mortgagee intends to include among its criteria for approval of any such proposed Lease the following: (i) such Lease shall be with a bona-fide arm’s-length Tenant; (ii) the terms of such Lease shall comply with the requirements set forth in paragraphs (b) and (c) below; and (iii) such Lease shall provide that the Tenant pays for its expenses. Failure of Mortgagee to approve or disapprove any such proposed Lease within fifteen (15) business days after receipt of such written request and all the documents and information required to be furnished to Mortgagee with such request shall be deemed approved, provided that the written request for approval specifically mentioned the same.
(b) Grantor will Prior to execution of any Leases of space in the Improvements after the date hereof, Mortgagor shall submit to Mortgagee, for Mortgagee’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Mortgagor plans to use in leasing space in the Improvements or at the Mortgaged Property. All such Leases of space at the Mortgaged Property shall be at a rental and on terms consistent with the terms for similar leases in the market area of the Premises. Mortgagor shall also submit to Mortgagee for Mortgagee’s approval, which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Mortgagor shall not execute any lease of Lease for all or a substantial portion of the Premises Mortgaged Property, except for an actual occupancy by the Tenant, lessee thereunder or its property managerlicensee thereunder, and will shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of Leases with respect to the Premises or portions thereof Mortgaged Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Mortgagor as being true and will at all times do all things reasonably necessary to compel performance by correct, containing the lessee under each lease names of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Tenants with respect to the status Mortgaged Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit. Upon the request of Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such leasesLease. Mortgagor shall not do or suffer to be done any act, Grantor or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall exercise its right not further assign any such Lease or any such Rents and Profits. Mortgagor, at no cost or expense to request Mortgagee, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such certificates within five (5) days Leases and Mortgagor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Mortgagor shall not, without the prior written consent of Mortgagee, modify any of the Leases, terminate or accept the surrender of any demand therefor by Beneficiary Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except, with respect only to Leases affecting less than the lesser of (x) ten percent (10%) of the gross leaseable area of the Improvements and (y) 10,000 square feet and having a term of less than ten (10) years, in the normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Mortgaged Property is located. Mortgagor shall deliver copies thereof not permit the prepayment of any rents under any of the Leases for more than one (1) month prior to Beneficiary promptly upon receiptthe due date thereof.
(c) In Each Lease executed after the event date hereof affecting any of the enforcement Premises or the Improvements must provide, in a manner approved by Trustee Mortgagee, that the Lease is subordinate to the lien of this Mortgage and that Tenant will recognize as its landlord, lessor or Beneficiary of the remedies provided for hereby or by lawlicensor, the lessee under each of the leases of the Premise willas applicable, upon request of and attorn to any person succeeding to the interest of Grantor as a result Mortgagor upon any foreclosure of this Mortgage or deed in lieu of foreclosure. Each such enforcementLease shall also provide that, automatically become the lessee upon request of said successor in successor-in-interest, without change the Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for in the terms or other provisions of such lease, this Section; provided, however, that said successor in neither Mortgagee nor any successor-in-interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease said Lease made without the express written consent of Beneficiary Mortgagee or such successor in said successor-in-interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 2 contracts
Sources: Mortgage Consolidation and Modification Agreement (American Realty Capital New York Recovery Reit Inc), Mortgage and Security Agreement (American Realty Capital New York Recovery Reit Inc)
Leases. (a) Grantor will not The Mortgagor represents and warrants that:
(i) execute an assignment of the rents or any part thereof from Leases identified on Schedule D attached hereto are the Premises without Beneficiary's prior consent, (ii) except where the lessee is only Leases in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, existence on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates date hereof with respect to the status Leased Premises;
(ii) true copies of such leases, Grantor shall exercise its right Leases have been previously delivered to request the Mortgagee and there are no agreements with any Tenant under such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Leases other than those agreements expressly set forth therein;
(ciii) In it is the event sole owner of all of the enforcement by Trustee or Beneficiary Mortgagor's Interest in such Leases;
(iv) each of such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the remedies provided for hereby Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by lawequitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions;
(v) to the best of Mortgagor's knowledge, there is no default under any of such material Leases and there is existing no condition which with the lessee giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under each such Leases have been paid in full through the date hereof;
(vii) none of the leases Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Premise will, upon request of any person succeeding Mortgagee pursuant to the interest provisions hereof;
(viii) none of Grantor as a result of such enforcement, automatically become the lessee of said successor Rents (other than any security deposit collected in interest, without change in accordance with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ithe applicable Lease) any payment of rent or additional rent have been collected for more than one (1) month in advance;
(ix) to the best of Mortgagor's knowledge, except prepayments in there exists no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) it has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.
Appears in 2 contracts
Sources: Indenture (Trump Indiana Inc), Indenture (Trump Indiana Inc)
Leases. (a) Grantor will not (i) execute an assignment of All Major Leases and all renewals, amendments and modifications thereof executed after the rents or any part thereof from the Premises without Beneficiarydate hereof shall be subject to Lender's prior consentapproval, not to be unreasonably withheld, to the extent such Major Leases or renewals, amendments or modifications thereof are not at market rates and on market terms.
(iib) except where the lessee is in default thereunder, Borrower may terminate or consent accept a surrender of one or more Leases demising up to the cancellation 100,000 square feet on an aggregate basis without Lender's approval. Borrower shall not terminate or accept a surrender of Leases demising more than 100,000 square feet on an aggregate basis without Lender's prior approval, not to be unreasonably withheld. Each request by Borrower for approval of any termination or surrender of any lease Lease shall be made by written notice to Lender and must include a statement in bold face type that if Lender shall fail to approve or disapprove such termination or surrender within ten (10) Business Days after receipt by Lender of such request, such termination or surrender shall be deemed to have been approved. If Lender fails to respond to such notice within such ten (10) day period, time being of the Premises essence, Lender shall be conclusively deemed to have approved such termination or surrender.
(c) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of any part thereof, now existing or hereafter the lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after Borrower shall comply with the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, paragraph (b) above; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments advance (other than security deposits); and (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents).
(d) Upon request, Borrower shall furnish Lender with executed copies of security for all Leases.
(e) Upon request from Borrower, Lender shall provide (i) a subordination, nondisturbance and attornment agreement on Lender's standard form to each lessee under any Lease executed in accordance with the performance by said lessee terms of its obligations under said lease or this Agreement after the date hereof and which demises at least 12,500 rentable square feet of space in the Property and (ii) a subordination, nondisturbance and attornment agreement to each lessee under any amendment or modification Lease existing as of the lease made without date hereof to the consent extent such Lease requires the delivery of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentagreement.
Appears in 2 contracts
Sources: Loan Agreement (Reckson Associates Realty Corp), Loan Agreement (Reckson Operating Partnership Lp)
Leases. (a) Grantor will Borrower shall perform all obligations of landlord under any and all Leases. Borrower agrees to furnish Lender true, correct and complete executed copies of all future Leases.
(b) Borrower shall not, without the express written consent of Lender (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing), (i) execute enter into or extend any Lease unless the Lease complies with the Leasing Guidelines, or (ii) except as may be required by law or as provided in the proviso to this clause (ii), cancel or terminate any Lease or accept a surrender of any Lease (except in the case of a default) unless Borrower has entered into a new Lease or new Leases (or an amendment or amendments of another Lease or other Leases) covering all of the premises of the Lease being cancelled, terminated or surrendered, or unless specifically permitted under an Existing Lease or any new Lease or amendment of a Lease entered into in accordance with the terms and conditions of this Section 5.1.11 or otherwise reasonably approved by Lender in writing; provided, however, that the requirements of this clause (ii) shall not apply to any Minor Lease if the aggregate square footage of all Minor Leases cancelled, terminated or surrendered (including the Minor Lease then currently being terminated, cancelled or surrendered) without Lender’s consent, when Lender’s consent would have been required but for the fact the applicable Lease is a Minor Lease, does not exceed 10,000 square feet, or (iii) enter into any material amendment of a Lease (it being agreed that any amendment that reduces the base rent under the applicable Lease shall be deemed to be material) unless the material amendment complies with the Leasing Guidelines, or (iv) unless the Tenant remains liable under such Lease, consent to an assignment of the rents Tenant’s interest in any Lease or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender a subletting of any lease Lease, or (v) accept payment of the Premises or of any part thereof, now existing or hereafter to be made, having advance rents (excluding security deposits) in an unexpired term amount in excess of one (1) year or more, provided, however, that month’s rent under any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLease.
(c) In Borrower shall (i) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (ii) not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (iii) hold all security deposits under all Leases in accordance with Legal Requirements.
(d) If any of the acts described in this Section 5.1.11 which require the written consent of Lender are done without such written consent, at the option of Lender they shall be of no force or effect with respect to the Lender and shall, following written notice to Borrower and Borrower’s failure to cure such breach within ten (10) Business Days, constitute an Event of Default.
(e) Borrower shall not enter into any purchase options with respect to the Property.
(f) Each Lease entered into after the Closing Date affecting the Property shall be absolutely subordinate to the lien of the Security Instrument and shall also contain a provision, reasonably satisfactory to Lender, to the effect that in the event of the enforcement by Trustee judicial or Beneficiary non-judicial foreclosure of the remedies provided for hereby or by lawProperty, at the election of the acquiring foreclosure purchaser, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest particular Lease shall not be bound terminated and the Tenant shall attorn to the purchaser. Any Lease entered into after the Closing Date shall provide that the Tenant shall agree to enter into a new Lease for the balance of the term upon the same terms and conditions. Any Lease entered into after the Closing Date shall provide that if Lender requests, Tenant shall enter into a subordination and attornment agreement or a non-disturbance agreement (each, an “SNDA”) with Lender on a form which has been approved by Lender. Any tenant to whom an SNDA is granted shall provide information and documentation as is reasonably necessary for Lender to complete its USA Patriot Act and US Treasury Office of Foreign Assets Control due diligence procedures in accordance with Lender’s then current policies.
(g) Borrower covenants and agrees that all contracts and agreements relating to the Property requiring the payment of leasing commissions or management fees shall (i) any payment of rent or additional rent for more than one provide that the obligation will not be enforceable against Lender (1unless such obligation is affirmatively assumed by Lender) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or and (ii) any amendment or modification be subordinate to the lien of the Security Instrument. Lender will be provided evidence of Borrower’s compliance with this Section 5.1.11(g) upon request.
(h) Security deposits in excess of an amount equal to one month’s rent under all leases for any part of the Property shall be deposited and pledged so that the deposits cannot be used by Borrower without Lender’s consent, except to return the same to the applicable Tenants upon the expiration of their lease or to apply the same in connection with a tenant default. All security deposits will be transferred to the purchaser at any foreclosure sale.
(i) Any requests for Lender’s approval of a Lease or lease amendment with a Major Tenant shall be made without in writing and sent via Federal Express (or other national carrier with receipt confirmation) and shall include (A) a cover letter which states at the consent top of Beneficiary the letter in bold, capitalized letters the following: “PLEASE TAKE NOTICE. THIS IS A REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT] FOR THE [INSERT NAME OF PROPERTY SECURING LOAN, CITY AND STATE][INSERT APPLICABLE LOAN NO.]. YOU HAVE TEN (10) BUSINESS DAYS FROM THE DATE YOU RECEIVE THIS LETTER TO REVIEW AND APPROVE THE ACCOMPANYING LEASE [OR LEASE AMENDMENT]. IF YOU DO NOT RESPOND WITHIN SUCH TEN (10) BUSINESS DAYS, YOU MAY BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT]”, and (B) a copy of the proposed final draft of the Lease or lease amendment (the “Final Lease Draft”), together with a redline against the standard form of lease (if applicable) and all information reasonably required by Lender in order to adequately review such successor request. Lender shall approve or disapprove such submitted Lease or lease amendment within ten (10) business days after receipt by Lender of such request. If Lender shall fail to disapprove of any such submitted Lease or lease amendment for which Lender’s approval has been requested within such ten (10) business day period, Borrower shall submit a second notice in interestwriting via Federal Express (or other national carrier with receipt confirmation) to Lender (“Borrower’s Second Notice”) which shall include (C) a cover letter which states at the top of the letter in bold, capitalized letters the following: “PLEASE TAKE NOTICE. Each THIS IS THE SECOND AND FINAL REQUEST FOR APPROVAL OF A LEASE [OR LEASE AMENDMENT] FOR [INSERT NAME OF PROPERTY SECURING LOAN, CITY AND STATE][INSERT APPLICABLE LOAN NO]. IF YOU DO NOT RESPOND WITHIN FIVE (5) BUSINESS DAYS FROM THE DATE YOU RECEIVE THIS NOTICE, YOU WILL BE DEEMED TO HAVE APPROVED THE LEASE [OR LEASE AMENDMENT]”, and (D) a copy of the Final Lease Draft, together with a redline against the standard form (if applicable), and all information reasonably required by Lender in order to adequately review such request. If Lender shall fail to disapprove of any such submitted Lease or lease amendment for which Lender’s approval has been requested within such five (5) business day period, Lender shall also provide thatbe conclusively deemed to have approved such submitted Lease or lease amendment. In the event substantive changes materially affecting landlord and/or Lender’s position as landlord or potential landlord under the Lease are made to the proposed Final Lease Draft after the date such draft was delivered and approved or deemed approved by Lender, upon request Borrower shall deliver, for Lender’s approval a copy of the latest proposed lease draft together with a redline to the version last viewed and approved by said successor Lender, and such process for approval outlined in interest, this Section 5.1.11(i) shall be followed for each such lessee change. A final signed version of any Lease shall execute and deliver an instrument or instruments confirming be delivered to Lender within a reasonable time after such attornmentexecution.
Appears in 1 contract
Sources: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Leases. (a) The Beneficiary shall have the right to approve any Lease executed after the date of this Deed of Trust as to form, content and financial strength of the tenant. All such Leases shall be subordinate to the operation and effect of this Deed of Trust and, at the Beneficiary's option, shall include subordination provisions acceptable to the Beneficiary in its sole and absolute discretion. At any time, within thirty (30) days after Notice from the Beneficiary, the Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent deliver to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof Beneficiary a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms written description in such reasonable detail as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Beneficiary may request of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenantsLeases, conditions including, without limitation, the names of all tenants, the terms of all Leases and agreements contained in the Rents payable under all leases Leases and the current status of the Premises or portions thereof now or hereafter existingsuch Rents, and, on demand, the part Grantor will furnish to the Beneficiary fully executed copies of any Leases and such subordination and attornment agreements as the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunderBeneficiary may request. If any of such leases provide Lease provides for the giving by the lessee tenant of certificates with respect to the status of such leasesLease, the Grantor shall exercise its right to request require such certificates certificate within five ten (510) days after any request by the Beneficiary. Within thirty (30) days after any request by the Beneficiary, the Grantor will notify all tenants under existing Leases, and agrees to thereafter notify all tenants under future Leases, that (i) the Grantor collects and receives all Rents pursuant to the license granted to it hereunder, and (ii) upon Notice from the Beneficiary that such license has been revoked, the tenant shall pay all unpaid Rent directly to the Beneficiary.
(b) So long as no Event of any demand therefor Default has occurred, the Grantor shall have a license (which license shall terminate automatically and without Notice upon the occurrence of an Event of Default) to collect upon, but not prior to accrual, the Rents under the Leases and, where applicable, subleases, such Rents to be held in trust for the Beneficiary. Each month, provided no Event of Default has occurred, the Grantor may retain such Rents as were collected that month and held in trust for the Beneficiary. Upon revocation of such license and following notification to the tenants under the Leases by the Beneficiary or the Trustee that Rents are to be paid to the Beneficiary, all Rents shall be paid directly to the Beneficiary and not through the Grantor. A demand by the Beneficiary on any tenant for the payment of Rent shall deliver copies thereof be sufficient to warrant such tenant to make future payments of Rent to the Beneficiary promptly upon receiptwithout the necessity of further consent by the Grantor.
(c) In The Grantor, at its sole cost and expense, will use its best efforts to enforce or secure, or cause to be enforced or secured, the event performance of each and every obligation and undertaking of the enforcement by Trustee respective tenants under any Leases and will appear in and defend, at its sole cost and expense, any action or Beneficiary proceeding arising under, or in any manner connected with, such Leases.
(d) The Grantor will not assign the whole or any part of the remedies provided for hereby Leases or by law, Rents without the lessee under each prior written consent of the leases Beneficiary, and any assignment without such consent shall be null and void.
(e) The Grantor will promptly perform all of its obligations under any Leases. The Grantor will not, without the prior written consent of the Premise willBeneficiary, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any cancel, terminate, accept a surrender of, reduce the payment of rent under, or additional accept any prepayment of rent for more than one (1) month in advanceadvance under, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease any Lease, or (ii) permit a Lien on the Property superior to any Lease, other than this Deed of Trust.
(f) All Leases, although subordinate to this Deed of Trust, shall be subject to the condition (and this Deed of Trust so authorizes) that, in the event of any sale of the Property pursuant to the provisions of Section 7.02, the Leases shall, at the sole option of the Beneficiary or any purchaser at such sale, either (i) continue in full force and effect as set forth in the required advertisement of sale, and the tenant or tenants thereunder will, upon request, attorn to and acknowledge in writing the purchaser or purchasers at such sale or sales as landlord thereunder, or (ii) upon notice to such effect from the Beneficiary, the Trustee or any purchaser or purchasers, terminate within ninety (90) days from the date of sale. As to any Lease, neither the Beneficiary nor any purchaser or purchasers at foreclosure shall be bound by any payment of rent for more than one (1) month in advance or by any amendment or modification of the lease Lease made without the prior written consent of the Beneficiary or, subsequent to a foreclosure sale, such purchaser or purchasers.
(g) Neither the Trustee nor the Beneficiary shall be obligated to perform or discharge any obligation of the Grantor under any Lease. This assignment of the Leases in no manner places on the Beneficiary or such successor the Trustee any responsibility for (i) the control, care, management or repair of the Property, (ii) the carrying out of any of the terms and conditions of the Leases, (iii) any waste committed on the Property, or (iv) any dangerous or defective condition on the Property (whether known or unknown).. The Grantor agrees to indemnify the Trustee and the Beneficiary for, and forever hold them harmless from, any and all Claims arising out of, or in interest. Each lease shall also provide thatconnection with, upon request by said successor in interest, such lessee shall execute and deliver an instrument any Leases or instruments confirming such attornmentany assignment thereof.
Appears in 1 contract
Leases. (a) Grantor will not The Mortgagor represents and warrants that as of ------ the date hereof:
(i) execute an assignment of the rents or any part thereof from Leases identified in Schedule C attached hereto are the Premises without Beneficiary's prior consent, ---------- only Leases in existence on the date hereof relating to the Leased Premises;
(ii) except where the lessee is in default thereunder, terminate or consent true copies of such Leases have been previously delivered to the cancellation or surrender of Mortgagee and there are no agreements with any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Tenant under such Leases other than those agreements expressly set forth therein;
(iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner Mortgagor is the amount sole owner of all of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Mortgagor's Interest in such Leases;
(iv) accept prepayments each of more than one month such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability;
(v) there is no default under any installments of rents to become such Leases and there is existing no condition which with the giving of notice or passage of time or both would cause a default thereunder;
(vi) all Rents due under such leases, except prepayments Leases have been paid in the nature of security for the performance full;
(vii) none of the lessees thereunder, (v) modify, release Rents reserved under such Leases have been assigned or terminate any guaranties of any such lease otherwise pledged or (vi) hypothecated except in any other manner impair the value favor of the Mortgaged Property or Mortgagee pursuant to the security provisions hereof.;
(bviii) Grantor will not execute any lease of all or a substantial portion none of the Premises except for actual occupancy by Rents (other than any security deposit collected in accordance with the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all provisions of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5applicable Lease) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent have been collected for more than one (1) month in advance, except prepayments in ;
(ix) there exist no offsets or defenses to the nature payment of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification portion of the lease made without Rents and the consent Mortgagor owes no monetary obligation to any Tenant under any such Lease;
(x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of Beneficiary any such Lease;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument Lease is subordinate to this Mortgage either pursuant to its terms or instruments confirming such attornmentpursuant to a recordable Subordination Agreement.
Appears in 1 contract
Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than 10 years, (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, a Material Adverse Effect and (v) modifybe subject and subordinate to the Security Instrument and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, release such attornment to be self-executing and effective upon acquisition of title to the Property by any purchaser at a foreclosure sale. Lender, at the request of Borrower (and at Borrower's sole cost and expense), shall enter into a subordination, attornment and non-disturbance agreement on Lender's then standard form (with such modifications thereto as may be reasonably acceptable to Lender) or terminate on such other form reasonably satisfactory to Lender, with respect to any guaranties Lease entered into after the Closing Date that expressly requires the delivery of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa subordination, attornment and non-disturbance agreement.
(b) Grantor will Any Lease that does not execute any lease conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managernew Leases that are Major Leases, and will at all times promptly terminations, renewals and faithfully performamendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender. If Lender shall fail to respond to Borrower's request for such consent within ten (10) Business Days of Lender's receipt of such request accompanied by, as it relates to a new Lease, a comprehensive term sheet and reasonably detailed financial information about the proposed Tenant (to the extent available from such Tenant) or cause such other information required to appropriately evaluate the request made by Borrower in relation to the Lease, Borrower may deliver to Lender a second request for consent stating in bold and capitalized type that "LENDER'S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED LENDER'S APPROVAL", provided that if LOAN AGREEMENT – Page 76 Lender has reasonably requested any additional material information with respect to the Tenant or any matter described herein (and such information is possessed by or available to Borrower), Borrower shall not have the right to send any such second request unless and until Borrower shall have delivered to Lender such additional information. In the event Lender fails to approve or disapprove such request within five (5) Business Days after Lender's receipt of such second request, such request shall be performeddeemed approved. To the extent Lender does not approve any item described herein which requires its consent, Lender agrees to provide a written explanation with such disapproval.
(c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor's interest in the Leases or associated rents other than the assignment of rents and leases under the Security Instrument; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease or an assignment of the Tenant's rights under a Lease, except in strict accordance with the terms of such Lease. Borrower shall deliver to each lease new Tenant a Tenant Notice upon execution of such Tenant's Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof.
(d) Security deposits of Tenants under all obligationsLeases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, any bond or other instrument held by Borrower in lieu of cash security shall name Lender as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each such bond or other instrument as security for the Indebtedness. During the continuance of an Event of Default, Borrower shall, upon Lender's request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower which are required to be made available to the appropriate Tenants in accordance with the Leases), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b)).
(e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender.
(cf) In All agreements entered into by or on behalf of Borrower that require the event payment of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Leasing Commissions or other provisions of such lease, provided, however, that said successor in interest similar compensation to any party shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in provide that LOAN AGREEMENT – Page 77 the nature of security for the performance by said lessee of its obligations under said lease or obligation will not be enforceable against Lender and (ii) any amendment or modification be subordinate to the lien of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentSecurity Instrument.
Appears in 1 contract
Leases. (a) Grantor will All Leases and all renewals of Leases (other than renewals exercised pursuant to Leases which existed (including the renewal terms) on the Closing Date and (A) for which Borrower has no discretion as to the terms of such renewal and (B) which renewal terms have not been modified since the Closing Date) executed after the date hereof shall (i) execute be the product of an assignment of arm’s-length transaction (other than the rents or any part thereof from the Premises without Beneficiary's prior consentHealth Club Documents), (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and that the lessee is in default thereunder, terminate will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents or consent the Property. All Major Leases and all renewals (other than renewals exercised pursuant to Major Leases which existed (including the renewal terms) on the Closing Date and (A) for which Borrower has no discretion as to the cancellation terms of such renewal and (B) which renewal terms have not been modified since the Closing Date), amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or surrender of delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the form annexed as Schedule IV to Tenants under future Major Leases approved or deemed approved by Lender promptly upon request (and, if requested by any lease Tenants under Leases other than Major Leases, Lender shall use reasonable efforts to execute and deliver such Subordination Non-Disturbance and Attornment Agreements to such Tenants) with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender.
(b) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may Borrower shall not terminate (other than due to a monetary default by the tenant under a Major Lease) or accept a surrender of a Major Lease without Lender’s prior approval, which approval shall not be cancelled if promptly after the cancellation unreasonably withheld or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, delayed; (iii) modify shall not collect any such lease so of the Rents more than one (1) month in advance (other than security deposits), except as to shorten approved by Lender or as provided in Leases that exist as of the unexpired term thereof or so as to decreasedate hereof and, waive or compromise in any manner if the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease prepaid Rent shall equal or (vi) in exceed $250,000 for any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerLease, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor then as a result of condition to any approval by Lender for Borrower to collect such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments Lender may require that Borrower deposit all such prepaid Rents with Lender to be held in an interest-bearing account and applied to the Debt as it comes due and payable pursuant to the Loan Documents during the period represented by the prepaid Rent; (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of security all Leases.
(c) Notwithstanding anything to the contrary contained in this Section 4.1.9:
(i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender’s approval, such approval not to be unreasonably withheld or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the performance proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by said lessee Borrower. Lender shall use good faith efforts to respond within eight (8) Business Days after Lender’s receipt of its obligations under said lease Borrower’s written request for approval or consent of such term sheet. If Lender fails to respond to such request within eight (8) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period;
(ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any amendment matter that Lender has not previously approved (or modification deemed approved) a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within eight (8) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent. If Lender fails to respond to such request within eight (8) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period;
(iii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved (or deemed approved) a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made transaction are not materially less favorable to Borrower than as set forth in the term sheet;
(iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet; and
(v) Borrower shall have the right, without the consent or approval of Beneficiary Lender in any instance, to terminate or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccept a surrender of any Lease that is not a Major Lease.
Appears in 1 contract
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof (other than renewals of existing Leases which are required pursuant to the terms of such Leases) shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates comparable to existing local market rates for similar properties, (ii) except where the lessee is be on commercially reasonable terms, (iii) unless Lender approves in default thereunderwriting a shorter term, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired have a term of not less than one (1) year (provided that the requirement set forth in this clause (iii) shall not apply to license agreements or moreLeases which demise less than 5,000 square feet of space at the Property), (iv) provide that such Lease is subordinate to the March 31, 2003 Mortgage and the Assignment of Leases and that the tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable tenant), (vi) not be to an Affiliate of Borrower or any Guarantor and (vii) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement (provided that any Lease with a national retailer may contain a requirement that Lender enter into a subordination, non-disturbance and recognition agreement on Lender's then current form), or any other terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed (provided, that Lender's failure to approve or disapprove Borrower's request to enter into, renew or modify such Major Lease within 10 Business Days after Lender's receipt of such request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such written request before the expiration of such ten (10) Business Day period). Lender shall execute and deliver a subordination non-disturbance and attornment agreement in form and substance acceptable to Lender to Tenants under any future Major Lease approved by Lender or any other Lease with a national retailer promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender.
(b) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Lease without Lender's prior approval, which shall not be unreasonably withheld (provided that any lease may Lender's approval shall not be cancelled if promptly after required for the cancellation termination or surrender thereof of any Lease (1) which demises less than 5,000 square feet of space at the Property or (2) to the extent that the subject space is concurrently relet to a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, creditworthy tenant); (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not without Lender's consent, which consent shall not be unreasonably withheld, alter, modify or change any Lease so as to decrease the amount of security or payment date for rent, shorten the performance term in any material respect or materially reduce the obligations of the lessee or increase the obligations of lessor (provided that Lender's consent shall not be required with respect to any Lease which demises less than 5,000 square feet of space at the Property). Upon request, Borrower shall furnish Lender with executed copies of all Leases.
(c) Notwithstanding anything to the contrary contained in this Section 4.1.10:
(i) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender's approval, such approval not to be unreasonably withheld, March 31, 2003 conditioned or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by said lessee Borrower. Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of its obligations under said lease Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period;
(ii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10 for any amendment matter that Lender has not previously approved a term sheet pursuant to Section 4.1.10(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or modification consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period;
(iii) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.10(c)(i) above, Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of Borrower's written request for such approval or consent. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the lease made without transaction are no less favorable to Borrower than as set forth in the term sheet;
(iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of Beneficiary any provisions of such Lease dealing with the items contained in the approved term sheet.
(d) All security deposits of Tenants, whether held in cash or such successor in interestany other form, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at a separately designated account under Borrower's control at the Clearing Bank. Each lease shall also provide thatBorrower shall, upon request Lender's request, if permitted by said successor applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Agent in interesta separate Account), which shall be held by Agent subject to the terms of the Leases. Any bond or other instrument which Borrower is March 31, 2003 permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such lessee deposits unless replaced by cash deposits as herein above described, (ii) shall execute be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender), and deliver an instrument or instruments confirming such attornment(iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower's compliance with the foregoing.
Appears in 1 contract
Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Mortgaged Property other than in favor of Mortgagee, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where as expressly permitted under the lessee is in default thereunderCredit Agreement, terminate without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld or consent to the cancellation or surrender of delayed), execute any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value Lease of the Mortgaged Property or permit to exist any Lease of any of the security hereofMortgaged Property not already in existence prior to the date of this Mortgage.
(b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed; 323 13
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor notices of any material default (as reasonably determined in good faith by Beneficiary and shall Mortgagor) which Mortgagor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and
(vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease.
(c) Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default.
(d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Mortgagee, except as expressly permitted under the Credit Agreement, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date.
(f) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without 324 14 the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment to exercise its rights on the relevant dates pursuant to the Leases, to take any steps in order to ensure that the Tenants comply with the provisions of the rents Leases and that the use stipulated by the Leases is complied with and that the Tenants hold or any part thereof benefit from all rights in personam or in rem and all Administrative Authorisations in this regard and, more generally, perform all the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent obligations incumbent upon them pursuant to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.Leases;
(b) Grantor will not execute to accept or demand:
(i) the assignment of any lease Lease (unless the assignor remains jointly and severally liable with the assignee) or the termination of all a Lease; or
(ii) any material amendments or waivers (of even a substantial portion tacit or implicit nature) of the Premises except provisions of a Lease, in accordance with conditions that are unfavourable for actual occupancy by the lessee thereunder Lenders and which could, either immediately or its property manageron the expiry of any term, and will at all times promptly and faithfully performresult in any non-compliance with a Financial Ratio; in each case, or cause to be performed, all without the prior written consent of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.Agent;
(c) In to ensure that no Tenant is owed any sum by it pursuant to the event Leases that would allow such Tenant to set off any sum due and payable by the relevant Tenant against any other sum that may be due and payable by the Borrower to such Tenant pursuant to the relevant Lease or any other contract;
(d) as the case may be, to enter into any new Lease on an arm’s length basis with one or more Tenant(s) by selecting Tenants who are in particular solvent, in the manner of an experienced professional;
(e) on the signature of any new lease after the Date of the enforcement Original Credit Agreement, to deliver to the Agent a true certified copy of such Lease accompanied by Trustee or Beneficiary the personal details and contact details of the remedies provided Tenant, in order to make it possible for hereby or by lawthe Security Agent to comply, as the case may be, with any notification formalities, and, if legally required, to deliver promptly to the Agent the Dailly Assignment Slip and/or as the case may be, to grant to the Agent, the lessee under each Security Agent and the Lenders a pledge over the receivables held by it pursuant to such lease;
(f) without the prior written consent of the leases Agent, not to accept any sub-lease of premises in the Property of which the terms and conditions derogate from the provisions of the Premise will, upon request relevant Lease and which could be capable of any person succeeding granting a direct right of renewal to the interest of Grantor as a result of such enforcement, automatically become sub-tenant with regard to the lessee of said successor in interest, without change in Borrower;
(g) to comply with the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification and conditions of the lease made without Leases in all material regards, and in particular the consent terms and conditions relating to the taking-out and maintenance in force of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.the insurance policies it is required to hold;
Appears in 1 contract
Sources: Credit Agreement (American Realty Capital Global Trust II, Inc.)
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any have a term of not less than three (3) years (unless Lender approves in writing a shorter term or the aggregate square footage of all such lease so as to shorten the unexpired term thereof Leases or so as to decrease, waive or compromise renewals then in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundereffect is not more than 15,000), (iv) accept prepayments have a term of not more than one month fifteen (15) years from the rent commencement date of any installments such Lease or renewal of rents to become due under such leasesLease, except prepayments as the case may be, including all extensions and renewals (unless Lender approves in the nature of security for the performance of the lessees thereunderwriting a longer term), (v) modifyprovide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, release or terminate any guaranties of any such lease or (vi) be with Tenants that are creditworthy or guaranteed by a creditworthy party, in each case, as reasonably determined by Borrower, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) not be with any Affiliate of Borrower, Guarantor or Manager, (ix) not contain any limitation regarding the Tenant’s obligation under such Lease to reimburse the landlord thereunder for management fees and expenses, and (x) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property), any requirement for a non-disturbance or recognition agreement, or any other manner impair terms which could materially adversely affect Lender’s rights under the value Loan Documents; provided that, in connection with renewals of Leases existing on the Mortgaged Property date hereof, any applicable term that would otherwise breach the requirements set forth in this Section 4.1.9(a) shall be permitted to the extent necessary to implement a renewal term expressly contained in the applicable Lease and with respect to which Borrower has no discretion. All Leases and all renewals of Leases executed after the date hereof that do not satisfy the above conditions shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld. Additionally, all Major Leases and all renewals, modifications and amendments thereof (other than renewals, modifications and amendments strictly limited to the implementation of options or rights expressly contained in Major Leases and with respect to which Borrower has no discretion as to the security hereofterms thereof) executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld.
(b) Grantor will not execute any lease of all or a substantial portion of Borrower (i) shall perform the Premises except for actual occupancy by obligations which Borrower is required to perform under the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of Leases; (ii) shall enforce the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits; (v) shall not enter into any ground Lease or master Lease of any part of the Property; (vi) shall not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) shall not, except with Lender’s prior consent or in accordance with any unilateral right of a Tenant expressly set forth in the nature applicable Lease, cancel or accept surrender or termination of security any Lease; and (viii) shall not, except with Lender’s prior consent, modify or amend any Lease (except, solely with respect to Leases that are not Major Leases, for minor modifications and amendments entered into in the performance ordinary course of business, consistent with prudent property management practices, not affecting the economic terms of the applicable Lease). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(b) shall be void at the election of Lender.
(c) Notwithstanding anything to the contrary contained in this Section 4.1.9:
(i) whenever Lender’s approval is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender’s approval. Any such term sheet submitted to Lender shall (A) set forth all material terms of the proposed transaction including, without limitation, identity of tenant (and, if applicable, the Lease guarantor), square footage, term, rent, rent credits, abatements, work allowances, tenant improvements to be constructed by said lessee of its obligations under said lease Borrower and such other matters as Lender may reasonably require, (B) include all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, and (C) contain the following notation: “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL ENABLE BORROWER TO DELIVER A SECOND NOTICE, WHICH THE FAILURE OF LENDER TO RESPOND TO WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. In the event that Lender fails to respond to Borrower’s initial request within ten (10) Business Days after Lender’s receipt thereof, Borrower shall resubmit the term sheet, and all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender fails to respond to such resubmitted request within seven (7) Business Days after receipt thereof, Lender shall be deemed to have approved such term sheet;
(ii) whenever Lender’s approval is required pursuant to the provisions of this Section 4.1.9 for any amendment matter that Lender has not previously approved (or modification deemed to have approved) a term sheet pursuant to Section 4.1.9(c)(i) above, Borrower shall submit to Lender a copy of the lease made proposed Lease or the proposed renewal, modification or amendment of a Lease, together with all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL ENABLE BORROWER TO DELIVER A SECOND NOTICE, WHICH THE FAILURE OF LENDER TO RESPOND TO WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. In the event that Lender fails to respond to Borrower’s initial request within ten (10) Business Days after Lender’s receipt thereof, Borrower shall resubmit a copy of the proposed Lease or the proposed renewal, modification or amendment of a Lease, together with all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender fails to respond to such resubmitted request within seven (7) Business Days after receipt thereof, Lender shall be deemed to haveapproved the proposed Lease or the proposed renewal, modification or amendment of a Lease;
(iii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved (or deemed to have approved) a term sheet pursuant to Section 4.1.9(c)(i) above, Borrower shall submit to Lender a copy of the proposed Lease or the proposed renewal, modification or amendment of a Lease, together with all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL ENABLE BORROWER TO DELIVER A SECOND NOTICE, WHICH THE FAILURE OF LENDER TO RESPOND TO WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. In the event that Lender fails to respond to Borrower’s initial request within ten (10) Business Days after Lender’s receipt thereof, Borrower shall resubmit a copy of the proposed Lease or the proposed renewal, modification or amendment of a Lease, together with all other documents and information reasonably necessary to evaluate such Lease, renewal, modification or amendment, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN SEVEN (7) BUSINESS DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender fails to respond to such resubmitted request within seven (7) Business Days after receipt thereof, Lender shall be deemed to have approved the proposed Lease or the proposed renewal, modification or amendment of a Lease, provided that there have been no material deviations from the term sheet and that the aggregate economics of the transaction are no less favorable to Borrower than as set forth in the term sheet; and
(iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease that are consistent with the terms contained in the approved term sheet.
(d) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Major Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Beneficiary or such successor in interest. Each lease shall also provide thatBorrower).
(e) Upon Borrower’s request and at Borrower’s sole cost and expense, upon request by said successor in interest, such lessee Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenant under any future Major Lease approved or deemed approved by Lender, with such commercially reasonable changes as may be requested by such Tenant and which are acceptable to Lender.
(f) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Major Lease, any other matter requiring Lender’s consent under this Section 4.1.9 or execution and delivery of any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9.
(g) Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete.
(h) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements and shall not be commingled with any other funds of Borrower. After the occurrence of an Event of Default, Borrower shall, if permitted by the applicable Legal Requirements, cause all security deposits held in cash (and any interest thereon) to be transferred to the Cash Management Account to be held by Cash Management Bank in a separate Eligible Account subject to the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or instruments confirming such attornmentmortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing.
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent has good title to the cancellation Leases and Rents and all requisite right, power and authority to assign the Leases and Rents, and no other Person has any right, title or surrender of any lease of interest therein (other than the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof lessee’s interest therein held by a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor Tenant thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof).
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, has duly and will at all times promptly and faithfully perform, or cause to be performed, punctually performed all of the material terms, covenants, conditions and agreements contained in all leases warranties of the Premises or portions thereof now or hereafter existing, Leases on the Grantor’s part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptperformed.
(c) In All Leases are valid and unmodified, except as set forth on the event of rent roll certification delivered to Agent by Grantor contemporaneously herewith (the enforcement by Trustee “Rent Roll”), and are in full force and effect, Grantor has not previously sold, assigned, transferred, encumbered, mortgaged or Beneficiary of pledged the remedies provided Leases or the Rents, whether now due or hereafter to become due.
(d) All Rents now due, or to become due, for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding periods subsequent to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall date hereof have not be bound by (i) any payment of rent or additional rent for been collected more than one (1) 1 month in advance, except prepayments and payment thereof has not been anticipated more than 1 month in advance, or waived or released, discounted, setoff or otherwise discharged or compromised. Grantor has not received any funds or deposits from any Tenant for which credit has not already been made on account of accrued Rents.
(e) Except as set forth on the nature Rent Roll:
(i) The Tenants under the Leases have no defenses, set-offs or counterclaims against Grantor, and are not in default under any of security for the performance by said lessee terms or provisions of its obligations under said lease or the respective Leases beyond any applicable cure period;
(ii) Each Tenant is in possession and paying rent and other charges under their respective Leases on a current basis;
(iii) No Rents have been or will hereafter be anticipated, discounted, released, waived, compromised, or otherwise discharged except as may be expressly permitted by the Leases;
(iv) All Improvements and the leased space demised and let pursuant to each Lease have been completed as required under the Leases except as otherwise disclosed in writing by Grantor to Agent;
(v) There are no options to purchase all or any amendment or modification portion of the lease made without Collateral contained in any Lease; and
(vi) There are no options to renew by any Tenant except as stated in the consent Leases.
(f) Grantor shall furnish to Agent, promptly upon Agent’s request, true and complete copies of Beneficiary all Leases, and all extensions, supplements, modifications and amendments thereof.
(g) Grantor shall observe, perform and discharge all of its material obligations, covenants and warranties under the Leases, and Grantor shall give prompt notice to Agent of any failure on the part of Grantor to observe, perform or such successor discharge any of the same.
(h) Grantor shall enforce or secure in interest. Each lease the name of Agent the performance of each and every material obligation, term, covenant, condition and agreement in the Leases by any Tenant to be performed, and shall also provide thatappear in and defend any action or proceeding arising under, occurring out of or in any manner connected with the Leases or the obligations, duties or liabilities of the Grantor and any Tenant, and upon request by said successor Agent, Grantor shall do so in interestthe name and on behalf of Agent, but at the sole cost and expense of Grantor, and Grantor shall pay all costs and expenses of Agent, including reasonable attorneys’ fees and disbursements, in any action or proceeding in which Agent may appear.
(i) So long as the Obligations remain unpaid and undischarged, and unless Agent otherwise consents in writing, the fee and the leasehold estates in and to the Collateral shall not merge, but shall always remain separate and distinct, notwithstanding the union of such lessee estates (without implying Agent’s consent to such union) either in Grantor, Agent or in any Tenant or in any third party by purchase or otherwise.
(j) From time to time upon Agent’s written request, Grantor shall execute furnish to Agent a current rent roll and deliver the affidavit of an instrument or instruments confirming such attornmentofficer of Grantor, certifying as to certain matters with respect to the Leases and Rents, in form and substance satisfactory to Agent.
(k) From time to time upon the written request of Agent, but no more often than annually, Grantor shall cause to be furnished to Agent the estoppel certificate of each Tenant, in form and substance reasonably acceptable to Agent.
Appears in 1 contract
Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases other than License Agreements. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for 72 rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than 10 years, (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, a Material Adverse Effect and (v) modifybe subject and subordinate to the Mortgages and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, release such attornment to be self-executing and effective upon acquisition of title to the applicable Property by any purchaser at a foreclosure sale. Lender, at the request of Borrower (and at Borrower’s sole cost and expense, but such cost shall not include any servicing or terminate similar review fee in connection therewith, other than Lender’s reasonable legal fees), shall enter into a subordination, attornment and non-disturbance agreement on Lender’s then standard form (with such modifications thereto as may be reasonably acceptable to Lender) or on such other form reasonably satisfactory to Lender, with respect to any guaranties Lease entered into after the Closing Date in accordance herewith that expressly requires the delivery of a subordination, attornment and non-disturbance agreement and with respect to any such lease Lease (including any license) of rooftop or (vi) in any other manner impair exterior or de minimis space for antennas, solar panels and the value of the Mortgaged Property or the security hereoflike.
(b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations, renewals and amendments of Major ▇▇▇▇▇▇, and any lease surrender of all rights under or a substantial portion consent to assignment of any Major Lease, shall be subject to the prior written consent of ▇▇▇▇▇▇. Notwithstanding the foregoing, Borrower may, without the consent of ▇▇▇▇▇▇, in response to any pandemic, natural emergency or similar act of God, grant to any Tenant rent deferrals or abatements in respect of up to three months’ rent in the aggregate, provided that such deferred or abated rent is required to be repaid prior to the expiration of the Premises except for actual occupancy by then-current term of such Lease. Borrower shall reasonably promptly deliver to Lender written notice of any such deferral or abatement and copies of any associated agreements or other documentation.
(c) Borrower shall (i) observe and punctually perform all the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material obligations imposed upon the lessor under the Leases; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease, other than a Major Lease, following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender and (vi) not permit any subletting of any space covered by a Major Lease or an assignment of the Tenant’s rights under a Major Lease, unless required by the terms of such Lease. Borrower shall deliver to each lease new Tenant a Tenant Notice upon execution of such ▇▇▇▇▇▇’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such ▇▇▇▇▇▇’s receipt thereof.
(d) Security deposits of Tenants under all obligationsLeases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirement, any letter of credit, bond or other instrument held by Borrower in lieu of cash security shall name Lender as payee or mortgagee thereunder or be fully assignable to ▇▇▇▇▇▇. Borrower hereby pledges to Lender each such letter of credit, bond or other instrument as security for the Indebtedness. Upon the occurrence of an Event of Default, Borrower shall, upon ▇▇▇▇▇▇’s request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such letters of credit, bonds or other instruments that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 8.19(b)).
(e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower. If Borrower shall use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender.
(cf) In All agreements entered into by or on behalf of Borrower that require the event payment of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Leasing Commissions or other provisions similar compensation to any party shall provide that the obligation will not be enforceable against Lender.
(g) Each time that ▇▇▇▇▇▇▇▇ delivers a written request for ▇▇▇▇▇▇’s consent under this Section, such consent shall be deemed granted if the Deemed Approval Conditions have been satisfied with respect thereto. Regardless of whether ▇▇▇▇▇▇’s consent is granted, Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with each such lease, provided, however, that said successor in interest request (including reasonable out-of-pocket legal fees and disbursements) but shall not be bound by (i) required to pay any payment of rent servicing or additional rent for more than one (1) month similar review fee in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentconnection therewith.
Appears in 1 contract
Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property, except for Permitted Exceptions and except as may be otherwise expressly permitted under the Credit Agreement.
(b) Grantor will not execute As to any lease of Lease consented to by Mortgagee under subsection 11(a) above, Mortgagor shall:
(i) promptly perform in all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the material provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 business days after a reasonable request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof,
(v) promptly deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and
(vii) promptly deliver to Mortgagee, upon receiptMortgagee's reasonable request, if permitted under such Lease, an assignment of the Mortgagor's interest under such Lease.
(c) Mortgagor shall deliver to Mortgagee, within 10 business days after a reasonable request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by such other information as Mortgagee may reasonably request.
(d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing.
(e) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said and if provided, at such lessee's request, with a nondisturbance agreement from Mortgagee or such person, attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(e) of this Section and language to the effect that if any act or omission of Mortgagor would give any lessee under such Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to abat▇ ▇▇ offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 1 contract
Sources: Mortgage, Assignment of Rents and Leases and Security Agreement (Ev International Inc)
Leases. Debtor agrees that all leases of the Collateral shall include a provision providing that Debtor may assign its interest in the Collateral without the prior written consent of the lessee under such lease. Dated: ------------------------------- DEBTOR: W & W LEASING COMPANY, INC. ------------------------------------- Name of individual, corporation or partnership By Title ------------------------------------------------ -------------------- If corporation, have signed by President, Vice President or Treasurer, and give official title. If owner or partner, state which. SECURED PARTY: THE CIT GROUP/EQUIPMENT FINANCING, INC. By Title ----------------------------------------------- --------------------- To: -------------------------------------------------------------------- Address --------------------------------------------------------------------- City State Zip Code Rural/Metro Corporation, a Delaware corporation, requests you to extend credit to or to purchase security agreements, leases, notes, accounts and/or other obligations (aherein generally termed "paper") Grantor of or from or otherwise to do business with ------------------------------------------------------------------------------- Company City State hereinafter called the "Company," and to induce you so to do and in consideration thereof and of benefits to accrue to each of us therefrom, we, as a primary obligor, unconditionally guarantee to you that the Company will fully and promptly pay and perform all its present and future obligations to you, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured and whether originally contracted with you or otherwise acquired by you, irrespective of any invalidity or unenforceability of any such obligation or the insufficiency, invalidity or unenforceability of any security therefor; and agrees, without your first having to proceed against the Company or to liquidate paper or any security therefor, to pay on demand all sums due and to become due to you from the Company and all reasonable losses, costs, attorneys' fees or expenses which may be suffered by you by reason of the Company's default or default of any of the undersigned hereunder; and agrees to be bound by and on demand to pay any deficiency established by a sale of paper and/or security held, with or without notice to us. This guaranty is an unconditional guarantee of payment and performance. We shall not be released or discharged, either in whole or in part, by your failure or delay to perfect or continue the perfection of any security interest in any property which secures the obligations of the Company or us to you, or to protect the property covered by such security interest. No termination shall be effective except by notice sent to you by certified mail return receipt requested naming a termination date effective not less than 90 days after the receipt of such notice by you; or affect any transaction effected prior to the effective date of termination. We waive: notice of acceptance hereof; presentment, demand, protest and notice of nonpayment or protest as to any note or obligation signed, accepted, endorsed or assigned to you by the Company; any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which we may now or hereafter have against the Company or any other person directly or contingently liable for the obligations guaranteed hereunder, or against or with respect to the Company's property (including, without limitation, property collateralizing its obligations to you), arising from the existence or performance of this guaranty; all exemptions laws and any other demands and notices required by law; all setoffs and counterclaims; any and all defenses based on suretyship or any other applicable law, including without limitation all rights and defenses arising out of (i) execute an assignment election of remedies by you even though that election of remedies may have destroyed rights of subrogation and reimbursement against the rents Company by operation of law or any part thereof from the Premises without Beneficiary's prior consentotherwise, (ii) except where the lessee is in default thereunder, terminate or consent protections afforded to the cancellation Company pursuant to antideficiency or surrender of any lease of similar laws limiting or discharging the Premises or of any part thereof, now existing or hereafter Company's obligations to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseyou, (iii) modify any such lease so as the invalidity or unenforceability of this guaranty, (iv) the failure to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount notify us of the rents payable thereunder or materially expand disposition of any property securing the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderCompany, (v) modifythe commercial reasonableness of such disposition or the impairment, however caused, of the value of such property, and (vi) any duty on your part (should such duty exist) to disclose to us any matter, fact or thing related to the business operations or condition (financial or otherwise) of the Company or its affiliates or property, whether now or hereafter known by you. You may at any time and from time to time, without our consent, without notice to us and without affecting or impairing the obligation of any of us hereunder, do any of the following:
(a) renew, extend (including extensions beyond the original term of the respective item of paper), modify (including changes in interest rates), release or terminate discharge any guaranties obligations of the Company, of its customers, of co-guarantors (whether hereunder or under a separate instrument) or of any such lease other party at any time directly or (vi) in contingently liable for the payment of any other manner impair the value of the Mortgaged Property or the security hereof.said obligations;
(b) Grantor will not execute any lease accept partial payments of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all said obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.;
(c) In accept new or additional documents, instruments or agreements relating to or in substitution of said obligations;
(d) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of said obligations and the event security therefor in any manner;
(e) consent to the transfer or return of the enforcement by Trustee security, take and hold additional security or Beneficiary of the remedies provided guaranties for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.obligations;
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment Attached hereto as Exhibit "P-1" is a true and complete list of all agreements pursuant to which any person uses or occupies or has the rents right to use or occupy, any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of Property, including all amendments thereto and modifications thereof (the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after "Leases"). To the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for Company's actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performedknowledge, all of the covenantsLeases are valid, conditions in full force and agreements contained in all leases of the Premises effect and there are no monetary or portions thereof now or hereafter existing, material non-monetary defaults thereunder on the part of tenant or the lessor landlord thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by except as disclosed on Exhibit "P-2" attached hereto. To the lessee Company's actual knowledge, no tenant under each lease of all obligationsany Lease has any defense, covenants and agreements set-off or claim or any basis for any defense or claim for reduction, deduction or set-off against the landlord thereunder or the rent under any such Lease or the other obligations owed by such lessee tenant under such Lease. Except as disclosed on Exhibit "P-2", no tenant under a Lease has given the landlord thereunder written notice of any intent to terminate its Lease prior to the end of its stated term or otherwise to cease the active conduct of the tenant's business, and no tenant has paid any rent, additional rent or other charge of any nature for a period of more than thirty (30) days in advance. To the Company's actual knowledge, there are no brokerage or finders commissions or other compensation or fees payable after the date hereof by reason of the Leases or any extensions, expansions, renewals or modifications thereof, or that could be performed thereunder. If due in the future, all with respect to amounts owing or owed to any of such leases provide for the giving by the lessee of certificates exclusive leasing agent or pursuant to any exclusive leasing agreement with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advanceLeases, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentas set forth on Exhibit "P-2".
Appears in 1 contract
Leases. (a) Grantor Mortgagor covenants and agrees that Mortgagor will not not, without the prior written consent of Mortgagee (which consent may be withheld in Mortgagee's sole discretion):
(i) execute an assignment receive or collect rents (other than the customary security deposit) from any tenant, subtenant, undersubtenant or other occupant of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof Mortgaged Property for a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments period of more than one month of in advance; or
(ii) assign the rents, or any installments of rents to become due under such leasespart thereof, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property to any person or entity other than Mortgagee; or
(iii) enter into any lease for minimum rentals less than those approved in writing by Mortgagee or for length of term less than that approved in writing by Mortgagee, provided that so long as the security hereofLease with Consolidated Rail Corporation ("Conrail") dated May 25, 1990, as amended ("Conrail Lease") is in effect, this restriction shall apply only to the Conrail Lease, but shall apply to all of the Leases if Conrail ceases to be a tenant; or
(iv) enter into any lease other than that which is in form and content substantially the same as the form of lease approved in writing by Mortgagee.
(b) Grantor will not execute Mortgagor covenants and agrees to perform and to observe all the material agreements imposed upon Mortgagor under any lease leases of all or a substantial portion of occupancy agreements for the Premises except for actual occupancy by the lessee thereunder Mortgaged Property or its property managerany portions thereof, and will at all times promptly and faithfully performnot to do, or cause to permit to be performeddone, all of anything to impair the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If security thereof; if any of such leases provide for shall require security deposits, to establish if required by law an interest-bearing security deposit account in accordance with such law, and to deposit all security deposits therein, and to maintain true and accurate records of all security deposits received, and to pay interest thereon, if the giving same be required by law or by the lessee terms of certificates the leases; and to comply with respect to the status all requirements of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptlaw concerning security deposits received.
(c) In the event that any Lease is terminated hereafter and payments or damages of any kind are received by Mortgagor in connection with such termination (collectively, "Termination Proceeds"), such Termination Proceeds shall immediately be paid over to GMAC Mortgage Corporation, or such other agent as Mortgagee shall designate in writing, to be held in escrow and released for tenant improvement work upon receipt by Mortgagee of an executed replacement Lease acceptable to Mortgagee with a term of at least three (3) years and with a rent comparable to the terminated Lease. If no tenant improvement work is required under such approved replacement Lease, the escrowed payments shall be released to Mortgagor upon occupancy of the enforcement leased space by Trustee or Beneficiary of the remedies provided for hereby or by law, tenant under the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentapproved replacement Lease.
Appears in 1 contract
Sources: Mortgage and Security Agreement (Brandywine Realty Trust)
Leases. (a) Grantor Mortgagor will not (i) execute an assignment of the rents or any part thereof from the Premises without BeneficiaryMortgagee's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be terminated, cancelled or surrendered if promptly after as soon as practicable following the termination, cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelledlessee, on substantially the same terms as the terminated terminated, cancelled or cancelled surrendered lease, or such termination, cancellation or surrender is otherwise effected in a commercially reasonable manner, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, except under circumstances in which such action is commercially reasonable (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease except in connection with a lease termination or modification permitted hereunder, or (vi) in any other manner materially impair the value of the Mortgaged Property or the security hereof.
(b) Grantor Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunderthereunder to the extent prudent under the circumstances. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary Mortgagee and shall deliver copies thereof to Beneficiary Mortgagee promptly upon receipt.
(c) In Each lease of the Premises, or of any part thereof, shall provide that, in the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary Mortgagee or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to this Mortgage (but shall also provide that Mortgagee, at its option, may subordinate this Mortgage to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
(d) Mortgagor shall, promptly upon Mortgagee's request, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or as designated by Mortgagee, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases.
(e) Subject to the conditions specified below, Mortgagee will, upon Mortgagor's request, execute non-disturbance, attornment and subordination agreements, in Mortgagee's then standard form (with modifications reasonably satisfactory to Mortgagee), with lessees of space in the Improvements whose lease demises at least 15,000 gross rentable square feet, which shall provide, inter alia, that if Mortgagee or any purchaser at foreclosure shall succeed to Mortgagor's interest in the Premises, the leases of such lessees will remain in full force and effect and be binding upon Mortgagee or such purchaser and such lessee as though each were the original parties thereto. Mortgagee's obligation to execute such agreements shall be subject to the following conditions: (i) Mortgagee shall have approved the credit of the lessee, such approval not to be unreasonably withheld, and the terms of the lease shall meet the Leasing Parameters (as defined in the Loan Agreement) or otherwise be approved by Mortgagee and (ii) upon each request for such an agreement, Mortgagee shall have received a photocopy of the executed lease, together with a draft, showing changes from the approved standard form, certified to be true and complete by a responsible officer of Mortgagor or by its counsel. Mortgagor covenants to pay all of Mortgagee's out-of-pocket costs, including reasonable fees and expenses of counsel, in connection with each such agreement.
Appears in 1 contract
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunderbe on commercially reasonable terms, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired (iii) have a term of not less than three (3) years with respect to any Major Leases and one (1) year with respect to any other Lease (and no minimum term if such Lease has no allowances or moreincentives, so long as such Lease is not a Major Lease), (iv) provide that such Lease is subordinate to the applicable Mortgages and the applicable Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (v) be to Tenants that are creditworthy, (vi) be written on a commercially reasonable form of Lease, (vii) not be to an Affiliate of any Borrower or either Guarantor, and (viii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable Individual Property or in the event such right is a market standard term at the time of execution of such Lease), any requirement for a non-disturbance or recognition agreement (other than Lender's form thereof), or any other terms which would materially adversely affect Lender's rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender's prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants and which are reasonably acceptable to Lender.
(b) Each Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation such Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Lease without Lender's prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor's interest in the nature Leases or the Rents (except as contemplated by the Loan 120 Documents); and (v) shall not alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor. Upon request, such Borrower shall furnish Lender with executed copies of all Leases.
(c) All security deposits of Tenants, whether held in cash or any other form and to the extent such security deposits for any Individual Property exceed $25,000.00 in the performance aggregate, shall not be commingled with any other funds of any Borrower and, if cash, shall be deposited by said lessee such Borrower at a separately designated account under such Borrower's control at the Clearing Bank. Borrower shall, upon Lender's request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Deposit Bank in a separate Account), which shall be held by Deposit Bank subject to the terms of its obligations the Leases. Any bond or other instrument which any Borrower is permitted to hold in lieu of cash security deposits under said lease or any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any amendment Legal Requirements, name Lender as payee or modification mortgagee thereunder (or at Lender's option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Each Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of such Borrower's compliance with the foregoing.
(d) Notwithstanding anything to the contrary contained in this Section 4.1.10:
(i) whenever Lender's approval or consent is required pursuant to the provisions of this Section 4.1.10, any Borrower shall have the right to submit a term sheet of such transaction to Lender for Lender's approval, such approval not to be unreasonably withheld or delayed. Any such term sheet submitted to Lender shall set forth all material terms of the lease made proposed transaction, including identity of tenant, square footage, term, Rent, Rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower and shall contain terms consistent with the requirements for Leases set forth in Section 4.1.10(a) above. Lender shall use good faith efforts to respond within five (5) Business Days after Lender's receipt of such Borrower's written request for approval or consent of such term sheet. If Lender fails to respond to such request within five (5) Business Days, and Borrower sends a second request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters "REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 5 BUSINESS DAYS", Lender shall be deemed to have approved or consented to such term sheet if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period, provided that there have been no material deviations from the term sheet and that the aggregate economics of the transaction are no less favorable to such Borrower than as set forth in the term sheet;
(ii) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by such Borrower with respect to a certain Lease, Lender 121 shall be deemed to have approved such Lease if the final form of the Lease is otherwise commercially reasonable and is consistent with the approved term sheet.
(e) Borrowers shall have the right, without the consent or approval of Beneficiary Lender in any instance, to terminate or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentaccept a surrender of any Lease that is not a Major Lease.
Appears in 1 contract
Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not Affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, not more than 10 years and (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofa Material Adverse Effect.
(b) Grantor will Any Lease that does not execute conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations, renewals and amendments of Major Leases, and any lease surrender of rights under any Major Lease (except in accordance with the terms of such Major Lease), shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. With respect to every consent or approval or waiver of the Lender required or requested under this Section 5.7(b), such consent shall be deemed given if the following conditions are met:
(i) no Event of Default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval);
(ii) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”;
(iii) Lender shall have failed to approve or disapprove the request set forth in the Initial Notice within the aforesaid time-frame;
(iv) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Second Notice”), which such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and
(v) Lender shall have failed to approve or disapprove the request set forth in the Second Notice within the aforesaid time-frame.
(c) Borrower shall cause Mortgage Borrower to (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases, including satisfaction of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, Unfunded Obligations; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may permit Mortgage Borrower terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignment of rents and leases under the Mortgage; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned; and (vi) not permit any subletting of any space covered by a Lease or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease. Borrower shall cause Mortgage Borrower to deliver to each lease new Tenant a “Tenant Notice” as defined in and to the extent required in the Mortgage Loan Agreement, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof.
(d) Security deposits of Tenants under all obligationsLeases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall cause Mortgage Borrower to maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirements, any bond or other instrument held by Mortgage Borrower in lieu of cash security shall name Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each such bond or other instrument as security for the Indebtedness. Upon the occurrence of an Event of Default, Borrower shall, upon Lender’s request, cause Mortgage Borrower to deposit with Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) in an Eligible Account pledged to Mortgage Lender (or if the Mortgage Loan has been repaid in full, Lender) an amount equal to the aggregate security deposit of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b)).
(e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Mortgage Borrower is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Mortgage Borrower. If Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Mortgage Borrower is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment There are no leases, licenses or other occupancy agreements which are in effect as of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent date hereof with respect to the cancellation or surrender of any lease Units and under which Seller is the holder of the Premises or landlord's interest, other than the Existing Leases, copies of any part thereofwhich have been initialed by both Seller and Purchaser. The information provided on Exhibit B, now existing or hereafter to be madeincluding the security deposits held by Seller under the Existing Leases, having an unexpired term of one (1) year or moreis true, correct and complete in all material respects; provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that since Purchaser has reviewed each of each of the lessee whose lease was cancelledExisting Leases, on substantially in the same event that there is any discrepancy between the information contained in Exhibit B and the terms as the terminated or cancelled lease, (iii) modify and provisions of any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand Existing Leases, the obligations terms and provisions of the lessor thereunderExisting Leases shall be effective as against Seller and Purchaser, and Seller shall not be deemed to have breached the representation contained in this subclause (ivb)(i) accept prepayments by reason of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofdiscrepancy.
(bii) Grantor will not execute any lease Except as otherwise noted on the arrearage schedule attached as part of all or a substantial portion Exhibit B, (1) each of the Premises except for actual occupancy by the lessee thereunder or its property managerExisting Leases is in full force and effect, and will at all times promptly and faithfully perform, or cause to be performed, all (2) no written notice of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, a material default on the part of the lessor thereunder tenant under any of the Existing Leases has been sent by Seller, other than a default notice setting forth a material default which, as of the date hereof, has been cured, (3) no written notice of a material default on the part of the landlord under any of the Existing Leases has been received by Seller, other than a default notice setting forth a material default which, as of the date hereof, has been cured, (4) no Fixed Rent payable under any Existing Lease is more than thirty (30) days in arrears of the date that the same is required to be kept paid under the terms of such Existing Lease and performed (5) subject to the provisions of Section 11.6 below applicable to Post- Contract Lease Costs, all decorating, alterations and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee other work required to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect Seller pursuant to each Existing Lease prior to the status of such leasesClosing Date, Grantor shall exercise its right to request such certificates within five (5) days of or any demand therefor by Beneficiary and shall deliver copies cost thereof to Beneficiary promptly upon receiptbe reimbursed to any such tenants, has been performed or reimbursed, or will be performed or reimbursed by Seller, prior to the Closing Date.
(ciii) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor Except as a result of such enforcement, automatically become the lessee of said successor in interest, without change may be set forth in the terms Existing Leases or other provisions of such leasethe Declaration, provided, however, that said successor in interest shall not be bound by (i) no tenant is entitled to any payment of rent concession, rebate, offset, allowance or additional free rent for more than one (1) month in advanceany period subsequent to the date hereof, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or and (ii) no person, firm or entity has any amendment rights to purchase or modification acquire all or any part of the lease made Units, including, without the consent limitation, a right of Beneficiary or such successor in interestfirst refusal. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.28
Appears in 1 contract
Sources: Sale and Purchase Agreement (Ampal American Israel Corp /Ny/)
Leases. To the best of Seller's knowledge: Seller is not in default under any Tenant Lease, nor is there in existence any condition or fact which with notice or lapse of time, or both, would constitute a default thereunder; Seller (aor its management company) Grantor will not is in possession of all tenant security deposits in the amounts set forth in the Tenant Leases; no such tenants shall be entitled to any rebates, revenue participations, rent concessions, rent limitations or free rent or renewal options, except as provided in the Tenant Leases; no express written commitments have been made to any tenant for repairs or improvements, by Seller, as landlord, which remain to be completed or paid for in full (i) execute an assignment except as provided in Section 7.3 as to Suite 303); the Tenant Leases constitute the entire agreement between the landlord and tenant thereunder, and there are no side letters or other agreements between the Landlord and each of the tenants; all Tenant Leases are the result of bona fide arm's-length negotiations with persons who are not affiliates of Seller; no rents due under any of said Tenant Leases have been assigned, hypothecated or encumbered (excepting therefrom any such hypothecations or encumbrances being removed at Closing); no rents under any Tenant Leases have been prepaid in advance of the then current month which are not the subject of a credit under Section 8.5; and there are no fees or commissions payable to any third person or entity in regard to the subject property or any part thereof of said Tenant Leases (including any commissions payable upon the exercise of any renewal option under the Tenant Leases); no tenant under any Tenant Lease has received any financing, or commitment to extend financing, from the Premises without Beneficiary's Seller in respect of any tenant improvements or for any other purposes (except as provided in Section 7.3 as to Suite 303); and Seller will not, hereafter and prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation Closing Date, modify any Tenant Lease, accept any termination or surrender of any lease of Tenant Lease or enter into any agreement extending the Premises or term of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interestTenant Lease, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the prior written consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.Purchaser;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Universal Health Realty Income Trust)
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leasecommercially reasonable terms, (iii) modify any such lease so as to shorten the unexpired have a term thereof or so as to decrease, waive or compromise of not less than five (5) years (unless Lender approves in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunderwriting a shorter term), (iv) accept prepayments have a term of not more than one month of any installments of rents to become due under such leasesfifteen (15) years, except prepayments including all extensions and renewals (unless Lender approves in the nature of security for the performance of the lessees thereunderwriting a longer term), (v) modifyprovide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, release or terminate any guaranties of any such lease or (vi) be with Tenants that are creditworthy as determined by Borrower in the exercise of prudent property management practices, (vii) be written substantially in accordance with a standard form of Lease which shall have been approved in writing by Lender (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), (viii) other than the Ionis Lease, not be with any Affiliate of Borrower, Guarantor or Manager, and (ix) not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of destruction or condemnation of all or substantially all of the Property, any requirement for a non-disturbance or recognition agreement (other than on the standard form previously approved by Lender), or any other manner impair terms which are reasonably likely to materially adversely affect Lender’s rights under the value Loan Documents; provided that, in connection with extensions or renewals of Leases existing on the Mortgaged Property date hereof, any applicable term that would otherwise breach the requirements set forth in this Section 4.1.9(a) shall be permitted to the extent necessary to implement an extension or renewal term expressly contained in the security hereofapplicable Lease and with respect to which Borrower has no discretion. Any non-compliance with the foregoing requirements shall require Lender’s prior written approval, which shall not be unreasonably withheld or delayed.
(b) Grantor will not execute any lease of all or Borrower (i) shall perform the obligations which Borrower is required to perform under the Leases; (ii) shall enforce in a substantial portion of commercially reasonable manner the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits not in excess of an amount equal to two (2) months’ rent; (v) shall not enter into any ground lease or master lease of any part of the Property; (vi) shall not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) shall not cancel or terminate, or accept the surrender or termination of, any Lease (except (A) with Lender’s prior written approval, (B) in the nature case of security any Lease that is not a Major Lease, if (1) no Event of Default has occurred and is continuing, or (2) a material event of default by the Tenant under such Lease has occurred and is continuing and (3) such cancellation or termination is consistent with prudent property management practices); and (viii) shall not modify or amend any Lease (except (A) with Lender’s prior written approval or (B) in the case of any Lease that is not a Major Lease, if (1) no Event of Default has occurred and is continuing, (2) such modification or amendment is not material and does not affect the economic terms of the applicable Lease, and (3) such modification or amendment is entered into in the ordinary course of business and is consistent with prudent property management practices). Any action in violation of clause (v), (vi), (vii) or (viii) of this Section 4.1.9(b) shall be void at the election of Lender.
(c) All Major Leases and all renewals, modifications and amendments thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld so long as the applicable Tenant is not an Affiliate of Borrower.
(d) [Reserved.]
(e) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; notwithstanding the foregoing, it is acknowledged and agreed that Lender’s consent shall not be required for an Ionis Sublease, provided each of the performance by said lessee following conditions is satisfied: (i) no Event of its obligations under said lease or Default has occurred and is continuing, (ii) the Ionis Lease Condition is satisfied, (iii) Ionis continues to remain liable for all obligations and liabilities of tenant under the Ionis Lease, including, without limitation, any amendment obligations and liabilities of subtenant under the Ionis Sublease (i.e., Ionis is not releaased from any liability under the Ionis Lease as a result of such Ionis Sublease), (iv) such Ionis Sublease, either individually or modification when taken together with any other Ionis Subleases then in effect, and assuming the exercise of all expansion rights and preferential rights to lease additional space contained in such Ionis Sublease or Ionis Subleases, as applicable, covers twenty-five percent (25%) or less of the lease made total rentable square footage at the Property, and (v) Borrower shall give (or shall cause Ionis to give) to Lender written notice of such proposed Ionis Sublease, together with a copy of such proposed Ionis Sublease, not less than thirty (30) days prior to the effective date of such Ionis Sublease, and provide a true, correct and complete copy of the fully executed Ionis Sublease within five (5) Business Days of the execution thereof.
(f) [Reserved.]
(g) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Lease, any other matter requiring Lender’s consent or approval under this Section 4.1.9 or execution and delivery of Beneficiary any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9.
(h) Within ten (10) days after Lender’s request, Borrower shall furnish to Lender (i) a statement of all tenant security or such successor other deposits and (ii) copies of all Leases not previously delivered to Lender, in interesteach case, certified as being true, correct and complete.
(i) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at Clearing Bank. Each lease shall also provide thatAfter the occurrence of an Event of Default, upon request Lender's request, Borrower shall, if permitted by said successor the applicable Legal Requirements, cause all such security deposits (and any interest thereon) to be transferred to Lender to be held by Lender in interesta separate Eligible Account subject to the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, such lessee (ii) shall execute be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and deliver an instrument or instruments confirming such attornment(iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing.
Appears in 1 contract
Leases. (a) Grantor will not Each Loan Party shall provide the Agent with a copy of each lease of real property to which such Loan Party or any Subsidiary of such Loan Party is then a party, whether as lessor or lessee. Each Loan Party shall, and shall cause each of its Subsidiaries to:
(i) execute an assignment comply in all material respects with all of their respective obligations under all of their respective Specified Leases now or hereafter held respectively by them with respect to real property, including, without limitation, paying the rents or any part thereof from rent and all other sums and charges mentioned in, and payable under, the Premises without Beneficiary's prior consent, Specified Leases;
(ii) except where do all things necessary to preserve and to keep unimpaired its rights under the lessee is Specified Leases;
(iii) not waive, excuse or discharge any of the material obligations of any lessor under any of the Specified Leases without the Agent’s prior written consent in each instance and shall diligently and continuously enforce the material obligations of each lessor under the Specified Leases;
(iv) not do, permit or suffer any event or omission as a result of which there could occur a default thereunderunder any of the Specified Leases or any event which, with the giving of notice or the passage or time, or both, would constitute a default under any of the Specified Leases which could permit any party to any of the Specified Leases to validly terminate that lease (including, without limitation, a default in any payment obligation);
(v) not cancel, terminate, surrender, modify or consent amend or in any way alter or permit the alteration of any provision of any of the Specified Leases or agree to the cancellation any termination, amendment, modification or surrender of any lease of the Premises or Specified Leases without the Agent’s prior written consent in each instance;
(vi) promptly furnish to the Agent copies of such information and evidence as the Agent may request concerning each Loan Party’s and any of its Subsidiaries’ due observance, performance and compliance with the terms, covenants and conditions of any part thereofof the Specified Leases;
(vii) execute and deliver to the Agent, now existing within five days after request and at such Loan Party’s sole cost and expense, such documents, instruments or hereafter agreements as may be required to be madepermit the Agent to cure any default under any of the Specified Leases;
(viii) obtain and deliver to the Agent within 20 days after written demand by the Agent, having an unexpired term estoppel certificate from the lessor under any of one the Specified Leases setting forth (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that name of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of and the lessor thereunder, (iv2) accept prepayments that such Specified Lease is in full force and effect and has not been modified or, if it has been modified, the date of more than one month each modification (together with copies of any installments of rents to become due each such modification), (3) the basic rent payable under such leases, except prepayments in the nature of security for the performance of the lessees thereunderSpecified Lease, (v4) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of date to which all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance rental charges have been paid by the lessee under such Specified Lease, (5) whether a notice of default has been received by the lessor under such Specified Lease which has not been cured, and if such notice has been received, the date it was received and the nature of the default, (6) whether there are any alleged defaults of the lessee under such Specified Lease and, if there are, setting forth the nature thereof in reasonable detail and (7) if the lessee under such Specified Lease shall be in default, the nature of the default;
(ix) not assign any Leases or sublet any portion of the premises subject to a Domestic Leasehold Mortgage or assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect;
(x) provide the Agent with a copy of each lease notice of all obligationsdefault under any Specified Lease, covenants including, without limitation, any notice of lessor’s intention to terminate any Specified Lease or to re–enter and agreements take possession of any real property encumbered by a Specified Lease, received by such lessee to be performed thereunder. If Loan Party or any Subsidiary of such leases provide for Loan Party immediately upon receipt thereof and deliver to the giving Agent a copy of each notice of default sent by such Loan Party or any Subsidiary of such Loan Party under any Specified Lease simultaneously with its delivery of such notice under such Specified Lease;
(xi) notify the lessee Agent, not later than 30 days prior to the date of certificates the expiration of the term of any Specified Lease, of the intention of such Loan Party or any Subsidiary of such Loan Party to either renew or to not renew any such Specified Lease, and, if such Loan Party or any Subsidiary of such Loan Party intends to renew such Specified Lease, the terms and conditions of such renewal;
(xii) notify the Agent at least 14 days prior to the date such Loan Party or any Subsidiary of such Loan Party takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier;
(xiii) with respect to the status of such leasesLeases subject to any Domestic Leasehold Mortgage, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In comply with the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such leaseDomestic Leasehold Mortgage with respect to the applicable Leases, providedwhich provisions shall control; and
(xiv) to the extent required by the Agent, howeverpromptly execute, that said successor deliver and record a first–priority Domestic Leasehold Mortgage in interest shall not be bound by (i) any payment favor of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security Agent on behalf and for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification ratable benefit of the lease made without Secured Parties should such Loan Party or any Subsidiary of such Loan Party enter into, renew or be a party to a Lease reasonably designated by the consent of Beneficiary Agent as being material to such Loan Party or such successor Loan Party and its Subsidiaries taken as a whole, which Lease shall expressly permit the mortgaging thereof to the Agent, contain non-disturbance provisions satisfactory to the Agent and include such other customary lender protections as may be required by the Agent, together with a title insurance policy in interest. Each lease shall also provide that, upon request an amount reasonably requested by said successor the Agent and a current ALTA survey and surveyor’s certificate in interest, such lessee shall execute form and deliver an instrument or instruments confirming such attornmentsubstance satisfactory to the Agent.
Appears in 1 contract
Leases. (a) Grantor The Buyer will not (i) execute an assignment of extend the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender term of any lease or sublease of real property (such extended lease or sublease term, the "Extended Term"), pursuant to which lease or sublease the Seller has guaranteed the obligation of the Premises or of Company thereunder (any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled such lease, (iii) modify any such lease so as to shorten a "Guaranteed Lease"), unless the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand Company causes the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due Seller under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates Guaranteed Lease with respect to the status Extended Term to be terminated (such termination to be evidenced by a written agreement executed by the landlord or sublandlord, as the case may be, under such Guaranteed Lease); provided, that the provisions of this Section 6.08 shall not apply to the extension or renewal of the term of the Guaranteed Lease for the following stores of the Company: (x) Nashville, Tennessee (Store #3003), (y) Huntsville, Alabama (Store #3030), and (z) Columbus, Ohio (Store #3074). Notwithstanding anything in this Agreement to the contrary, in the event that any landlord or sublandlord under a Guaranteed Lease demands performance by the Seller of the Seller's obligations as a guarantor under the terms and conditions of any such Guaranteed Lease, the Seller and the Buyer hereby agree that the Seller shall be subrogated to the rights of the Company, as a tenant, under the terms and conditions of such leases, Grantor Guaranteed Lease. The Company shall exercise its right execute on the Closing Date the Collateral Assignment of Leases pursuant to request such certificates within five (5) days of any demand therefor by Beneficiary and which the Company shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) indemnify the Seller from and against the entirety of any payment of rent Adverse Consequences incurred by the Seller with respect to any Guaranteed Lease or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or BNB Guaranty and (ii) any amendment or modification collaterally assign to the Seller all of the lease made without Company's right, title and interest in and to each Guaranteed Lease and the consent leasehold estate thereunder in order to secure (A) the Buyer's indemnification obligations under the provisions of Beneficiary Section 8.03(c) and (B) the Company's indemnification obligations under the Collateral Assignment of Leases (only to the extent that all necessary consents or such successor in interest. Each lease shall also provide thatapprovals are obtained from the landlords or sublandlords, upon request as the case may be, under a Guaranteed Lease to which the Collateral Assignment of Leases relates); provided, that following the Closing, the Buyer will cause the Company, as reasonably requested by said successor in interestthe Seller, such lessee shall execute and deliver an instrument or instruments confirming such attornmentto cooperate with the Seller's efforts to obtain any consents required under each Guaranteed Lease to which the Collateral Assignment of Leases relates.
Appears in 1 contract
Leases. (a) Grantor Subject to the provisions of Section 4.1.9(c) below, all Leases and all renewals of Leases executed after the date hereof shall provide that such Lease is subordinate to the Security Instrument and the Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, be with Tenants that are creditworthy, not be with any Affiliate of Borrower, Guarantor or Manager, and not contain any option to purchase, any right of first option to purchase, any right of first refusal to purchase, any right to terminate (i) execute an assignment except in the event of destruction or condemnation of all or substantially all of the rents Property), or any part thereof from other terms which could materially adversely affect Lender’s rights under the Premises without Beneficiary's prior consentLoan Documents; provided that, (iiin connection with renewals of Leases existing on the date hereof, any applicable term that would otherwise breach the requirements set forth in this Section 4.1.9(a) except where the lessee is in default thereunder, terminate or consent shall be permitted to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter extent necessary to be made, having an unexpired implement a renewal term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments expressly contained in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofapplicable Lease and with respect to which Borrower has no discretion.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained Borrower (i) shall perform in all leases of material respects the Premises or portions thereof now or hereafter existing, on obligations which Borrower is required to perform under the part of Leases; (ii) shall enforce in a commercially reasonable manner the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee obligations to be performed thereunder. If any of such leases provide for the giving by the lessee Tenants thereunder; (iii) shall promptly furnish to Lender any notice of certificates with respect default or termination received by Borrower from any Tenant, and any notice of default or termination given by Borrower to the status of such leases, Grantor shall exercise its right to request such certificates within five any Tenant; (5iv) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) collect any payment of rent or additional rent Rents for more than one (1) month in advanceadvance of the time when the same shall become due, except prepayments for bona fide security deposits; (v) shall not enter into any ground Lease or master Lease of any part of the Property; (vi) shall not further assign or encumber any Lease or the Rents (except as contemplated by the Loan Documents); (vii) shall not, except with Lender’s prior consent, cancel or accept surrender or termination of any Lease; and (viii) shall not, except with Lender’s prior consent, modify or amend any Lease. Any action in the nature violation of security for the performance by said lessee of its obligations under said lease clause (v), (vi), (vii) or (iiviii) of this Section 4.1.9(b) shall be void at the election of Lender.
(c) All Leases and all renewals, modifications and amendments thereof (other than renewals, modifications and amendments strictly limited to the implementation of options or rights expressly contained in Leases and with respect to which Borrower has no discretion as to the terms thereof) executed after the date hereof shall be subject to Lender’s prior approval.
(d) Borrower shall not permit or consent to any amendment assignment or modification sublease of the lease made any Lease without Lender’s prior approval (other than any assignment or sublease expressly permitted under a Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Beneficiary or such successor in interest. Each lease shall also provide thatBorrower).
(e) Upon Borrower’s request and at Borrower’s sole cost and expense, upon request by said successor in interest, such lessee Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenant under any future Lease approved by Lender, with such commercially reasonable changes as may be requested by such Tenant and which are acceptable to Lender.
(f) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in connection with the review of any proposed Lease, any other matter requiring Lender’s consent under this Section 4.1.9 or execution and delivery of any subordination, non-disturbance and attornment agreement in accordance with this Section 4.1.9.
(g) Within ten (10) days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete.
(h) All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements, shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in a separately designated account under Borrower’s control at Clearing Bank. After the occurrence of an Event of Default, Borrower shall, if permitted by the applicable Legal Requirements, cause all such security deposits (and any interest thereon) to be transferred to the Cash Management Account to be held by Cash Management Bank in a separate Eligible Account subject to the terms of the Leases. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under the applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as described above, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or instruments confirming such attornmentmortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing.
Appears in 1 contract
Leases. (a) Grantor will Except as expressly permitted in the Loan Agreement, Mortgagor shall not enter into any Lease with respect to all or any portion of the Property without the prior written consent of Mortgagee.
(b) Mortgagee shall not be obligated to perform or discharge any obligation of Mortgagor under any Lease. The assignment of Leases provided for in this Mortgage in no manner places on Mortgagee any responsibility for (i) execute an assignment the control, care, management or repair of the rents or any part thereof from the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender carrying out of any lease of the Premises terms and conditions of the Leases, (iii) any waste committed on the Property, or (iv) any dangerous or defective condition on the Property (whether known or unknown).
(c) No approval of any Lease by Mortgagee shall be for any purpose other than to protect Mortgagee’s security and to preserve Mortgagee’s rights under the Loan Documents, and no such approval shall result in a waiver of a Default or Event of Default.
(d) If the Property, or any part thereof, are located within the State of New York then reference is hereby made to Section 291-f of the Real Property Law of the State of New York for purposes of obtaining for the Mortgagee the benefit of said Section in connection with this Mortgage.
(e) To the extent not so provided by applicable law each of the Leases of the Real Property, or of any part thereof, now existing or hereafter to be madeshall provide that, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary the Mortgagee of the remedies provided for hereby by law or by lawthis Mortgage, the lessee under each of the leases of the Premise thereunder will, upon request and at the option of any person succeeding to the interest of Grantor Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease Lease, but only to the extent such successor in interest actually receives such prepayments in the nature of security, or (ii) any amendment or modification of the lease Lease made without the consent of Beneficiary the Mortgagee or such successor in interest. Each lease Lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Leases. (a) Grantor will not At the time a Mortgaged Property was added to the Collateral Pool, Borrower delivered to Lender a true and correct copy of the form Lease for each Mortgaged Property, and each Lease with respect to such Mortgaged Property is substantially in the form thereof, with no material modifications thereto, except as previously disclosed in writing to Lender. Except as set forth in a Rent Roll or as may be required by Applicable Law, or as may be provided in any agreements with a group of tenants or a tenant homeowners association, copies of which have been provided to Lender prior to the date hereof, no Lease for any site (i) execute an assignment is for a term less than six (6) months or in excess of two (2) years or is for a term of not more than three (3) years if (A) the rents or any part thereof from Site is vacant at the Premises without Beneficiary's prior consenttime the Lease is entered into and (B) the Home being placed pursuant to the Lease is less than five (5) years old, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender provides for prepayment of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month month’s rent, other than community fees, or (iii) was entered into in advanceother than the ordinary course of business.
(b) Except for any assignment of leases and rents which is a Permitted Lien or which is to be released in connection with the consummation of the transactions contemplated by the Agreement, Borrower is the owner and holder of the landlord’s interest under each of the Leases and there are no prior outstanding assignments of any such Lease, or any portion of the rents, additional rents, charges, issues or profits due and payable or to become due and payable thereunder.
(c) Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the knowledge of Borrower, of each of the other parties thereto, enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization or other similar laws relating to creditors’ rights generally, and equitable principles, and except as disclosed in writing to Lender or set forth in the Rent Roll, no notice of any default by Borrower which remains uncured has been sent by any tenant under any such Lease, other than defaults which do not have, and are not reasonably expected to have, a Material Adverse Effect on the Mortgaged Property subject to the Lease.
(d) All Sites demised to tenants under Leases are used by such tenants as tenants only. No Lease contains any option or right to purchase, right of first refusal or any other similar provisions, except prepayments in to the nature of security for the performance extent provided or required by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentApplicable Law.
Appears in 1 contract
Sources: Master Credit Facility Agreement (Sun Communities Inc)
Leases. (a) Grantor will not With respect to each of the Leases and Tenants listed on the Rent Roll, FLIP represents and warrants to the Company as follows:
(i) execute Except as set forth on the Rent Roll, each of the Leases is in full force and effect according to the terms set forth therein and in the Rent Roll, and has not been modified, amended, or altered, in writing or otherwise. Except as otherwise specifically disclosed on the Rent Roll, each Tenant is legally required to pay all sums and perform all obligations set forth in the Leases, without concessions, abatements, offsets or other bases for relief or adjustment;
(ii) Except as set forth on Schedule 9(a)(ii) to the MCA with respect to the FLIP Properties, all obligations of the lessor under the Leases that accrue to the date of Closing have been performed, including, but not limited to, all required tenant improvements, cash or other inducements, rent abatements or moratoria, installations and construction (for which payment in full has been made or will be made prior to Closing, or subject to proration hereunder in all cases), and, to its knowledge, each Tenant has unconditionally accepted lessor's performance of such obligations. Except as set forth on Schedule 9(a)(ii) with respect to the FLIP Properties, no Tenant has asserted any offsets, defenses or claims available against rent payable by it or other performance or obligations otherwise due from it under any Lease, which assertion remains outstanding;
(iii) Except as set forth on the Rent Roll, no Tenant is currently in default under or is in arrears in the payment of any sums or in the performance of any monetary obligations required of it under its Lease, and FLIP has no knowledge of any other default under any such Lease;
(iv) Except as set forth in Schedule 9(a)(iv) to the MCA with respect to the FLIP Properties, during the 18-month period immediately preceding the date hereof: (A) no Tenant has, at any time, been more than 30 days delinquent in its respective payment of any and all sums due under the terms of its respective Lease; (B) no Tenant has requested that FLIP provide that Tenant with any reduction in the Tenant's monetary obligations under its Lease; (C) no Tenant has expressed to FLIP (whether orally or in writing) any weakness or material decline in that Tenant's financial condition, nor has any Tenant requested that FLIP, in its capacity as landlord, permit the Tenant to sublease its leased premises, or assign its Lease, or terminate its Lease on an accelerated basis; (D) FLIP has not "written off" any delinquent sums owed by any Tenant to satisfy its obligation to contribute to the payment of real estate taxes, common area maintenance charges, and insurance premiums; and (E) FLIP has not had (nor is it currently engaged in) any dispute (whether of a formal or an informal nature) with any Tenant concerning that Tenant's obligations to make payments under the terms of its Lease toward real estate taxes, insurance premiums and common area maintenance charges or other charges imposed under its Lease;
(v) Except as set forth on Schedule 9(a)(v) to the MCA with respect to the FLIP Properties, FLIP has not received any written notice from any Tenant stating that a petition in bankruptcy has been filed by or against it;
(vi) Except with respect to security deposits, neither base rent ("Base Rent"), nor regularly payable estimated Tenant contributions or operating expenses, insurance premiums, real estate taxes, common area charges, and similar or other "pass through" or non-base rent items including, without limitation, cost-of-living or so-called "C.P.I." or other such adjustments (collectively, "Additional Rent"), nor any other material item payable by any Tenant under any Lease has been heretofore prepaid for more than one month;
(vii) To its knowledge, no guarantor(s) of any Lease has been released or discharged, partially or fully, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Lease or any transaction related thereto;
(viii) Except as set forth on Schedule 9(a)(viii) to the MCA with respect to the FLIP Properties, there are no brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of FLIP in connection with any Lease, including, but not limited to, any exercised option(s) to expand or renew;
(ix) Each security deposit set forth on the Rent Roll shall be assigned to the Company at the Closing (or the Company shall receive a credit therefor). Except as set forth on Schedule 9(a)(ix) to the MCA with respect to the FLIP Properties, (i) no Tenant or any other party has asserted any claim (other than for customary refund at the expiration of a Lease) to all or any part of any security deposit and (ii) FLIP has not applied any portion of any security deposit to the payment of any sums due from any Tenant under a Lease;
(x) FLIP shall pay (or the Company shall receive a credit therefor), and retain sole and exclusive responsibility for, all expenses set forth on Schedule 9(a)(x) to the MCA with respect to the FLIP Properties due on or before the Closing Date connected with or arising out of the negotiation, execution and delivery of the Leases, including, without limitation, brokers' commissions (including those applicable, if any, to future expansions or renewals by a Tenant), leasing fees, recording fees, and the cost of all tenant improvements not required to be paid for by Tenants;
(xi) Except as set forth on Schedule 9(a)(xi) to the MCA with respect to the FLIP Properties, no Tenant has, by virtue of its Lease or any other agreement or understanding, any purchase option with respect to any FLIP Property, or any portion thereof, or any right of first refusal to purchase any FLIP Property, or a portion thereof, whether triggered by the transactions contemplated by this Agreement or by a subsequent sale of such FLIP Property or a portion thereof. Except as set forth on Schedule 9(a)(xi) to the MCA with respect to the FLIP Properties, no Tenant has, by virtue of its Lease or any other agreement or understanding any of the following (A) the right or option to terminate its Lease other than customary termination rights in the event of a default, casualty or condemnation and (B) the right or option to reduce the rentable space at any FLIP Property that such Tenant is currently occupying and (C) the right to use or occupy any property outside the boundaries of the FLIP Property in which the premises demised thereunder are located; and
(xii) Except as set forth on Schedule 9(a)(xii) to the MCA with respect to the FLIP Properties or on the Rent Roll: (A) to its knowledge, no Tenant has sublet its leased premises; (B) no assignment of any interest in a Lease has been made by any Tenant; and (C) there are no outstanding requests from any Tenants to FLIP requesting any consent to an assignment of the rents Tenant's Lease or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease sublease of all or a substantial some portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipta Tenant's leased premises.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Sources: Merger Agreement (American Real Estate Investment Corp)
Leases. (a) Grantor will shall not (i) execute an assignment or pledge of any Lease relating to all or any portion of the rents Trust Property other than in favor of Beneficiary, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where without the lessee is in default thereunderprior written consent of Beneficiary, terminate execute or consent permit to the cancellation or surrender exist any Lease of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that Trust Property except as provided in subsection 11.5 of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofCredit Agreement.
(b) Grantor will not execute As to any lease Lease of all or a substantial any portion of the Premises except for actual occupancy consented to by the lessee thereunder or its property managerBeneficiary, and will at all times Grantor shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Beneficiary copies of any demand therefor by Beneficiary and shall notices of default which Grantor may at any time forward to or receive from the lessee;
(vi) promptly deliver copies thereof to Beneficiary a fully executed counterpart of the Lease; and
(vii) promptly deliver to Beneficiary, upon receiptBeneficiary's request, an assignment of the Grantor's interest under such Lease.
(c) Grantor shall deliver to Beneficiary, within 10 days after a request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Premises, the terms of all Leases of all or any portion of the Premises and the spaces occupied and rentals payable thereunder, and a list of all Leases of all or any portion of the Premises which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Beneficiary may request.
(d) All Leases of all or any portion of the Premises entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than thirty (30) days in advance of its due date.
(f) If any act or omission of Grantor would give any lessee under any Lease of all or any portion of the Premises the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Beneficiary and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected.
(g) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawany remedy under this Deed of Trust, the lessee under each Lease of all or any portion of the leases of the Premise willPremises shall, upon request of if requested by Beneficiary or any other person succeeding to the interest of Grantor Beneficiary as a result of such enforcement, automatically become the lessee of said attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Beneficiary or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Beneficiary or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment Seller agrees to use its commercially reasonable efforts to cause the lessors of the rents properties described on Schedule 3.1(f)
(1) that are leased to ACS Defense, ACS or any part thereof from a Subsidiary of ACS, other than an Acquired Entity (collectively, the Premises without Beneficiary's prior consent"Seller Leases") and are not identified in such schedule as being Excluded Leases, (ii) except where the lessee is in default thereunder, terminate or to consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any assignment of such leases provide for the giving by the lessee of certificates with respect or to the status continued use of such leasesproperties by Buyer, Grantor shall exercise its right to request such certificates within five or an Affiliate of Buyer, as designated by Buyer (5) days of any demand therefor by Beneficiary the "Buyer Lease Assignee"), after the Closing. The Parties intend all rights and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee obligations under each of the leases Seller Leases shall be assigned to and assumed by the Buyer Lease Assignee and that the Buyer Lease Assignee shall timely pay and otherwise perform all obligations thereunder. Buyer agrees to execute such guarantees as may be requested by the lessor under any Seller Lease in order to have the rights and obligations under each of the Premise will, upon request of any person succeeding Seller Leases assigned to and assumed by the Buyer Lease Assignee at the Closing and agrees to provide such Financial Support Arrangements to the interest lessors under the new leases described in Section 4.3(g) as may be reasonably requested by such lessors. The failure of Grantor the Buyer Lease Assignee to perform fully all of the obligations under any Seller Lease subsequent to such assignment or Buyer's failure to execute such guarantees as a result may be requested by the lessor under any Seller Lease shall be subject to the indemnity afforded to Seller by Buyer under Section 9.2(d) of such enforcementthis Agreement. If, automatically become at any time after the lessee of said successor in interestClosing Date, without change in the terms any amounts are paid under any Seller Lease by Seller or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification Affiliates, Buyer shall reimburse Seller such amounts promptly after receipt from Seller of notice thereof accompanied by written evidence of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentunderlying payment obligation.
Appears in 1 contract
Sources: Stock Purchase Agreement (Affiliated Computer Services Inc)
Leases. (a) Grantor will not All Leases and all renewals of Leases executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for rental rates comparable to existing local market rates for similar properties, (ii) except where be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and that the lessee is will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in default thereunderthe form annexed as Schedule IV to Tenants under future Major Leases approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, terminate or consent from time to time, and which are reasonably acceptable to Lender.
(b) Borrower (i) shall observe and perform the cancellation or surrender of any lease obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter lessee thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Major Lease without Lender’s prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the lessee or increase the obligations of lessor; and (vi) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases.
(c) Notwithstanding anything contained herein to the contrary, Borrower shall not willfully withhold from Lender any information regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower further agrees to provide Lender with written notice of a Tenant “going dark” under such Tenant’s Lease within five (5) Business Days after such Tenant “goes dark” and Borrower’s failure to provide such notice shall constitute an Event of Default.
(d) Borrower shall notify Lender in writing, within two (2) Business Days following receipt thereof, of Borrower’s receipt of any early termination fee or payment or other termination fee or payment paid by any Tenant under any Lease with a monthly rental in excess of $10,000, and Borrower further covenants and agrees that Borrower shall hold any such termination fee or payment in trust for the performance benefit of Lender and that any use of such termination fee or payment shall be subject in all respects to Lender’s prior written consent in Lender’s sole discretion (which consent may include, without limitation, a requirement by said lessee Lender that such termination fee or payment be placed in reserve with Lender to be disbursed by Lender for tenant improvement and leasing commission costs with respect to the Property and/or for payment of its obligations under said lease the Debt or otherwise in connection with the Loan evidenced by the Note and/or the Property, as so determined by Lender).
(e) Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for (i) any leasing matters set forth in this Section 4.1.9 or (ii) any amendment alterations set forth in Section 4.1.10 herein, Lender shall have ten (10) Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or modification of disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”. In the event that Lender fails to respond to the leasing or alterations matter in question within such time, Lender’s approval shall be deemed given for all purposes. Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender, including, without limitation, lease made without the consent of Beneficiary or such successor construction comparables and other market information as reasonably required by Lender.
(f) Any Lender’s fees charged in interest. Each lease connection with any Lender approval rights with respect to a Major Lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentbe reasonable.
Appears in 1 contract
Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof Pool 1 shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.
(b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease.
(c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing.
(d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Pool 1 Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereundermodify, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term in a manner which is not commercially reasonable, (iii) accept prepayments of any installments of rents in excess of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents month's rent to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunderthereunder and lease cancellation or buy-out fees, (viv) modify, release or terminate any guaranties of any such lease in a manner which is not commercially reasonable or (viv) in any other manner impair the value of the Mortgaged Property or the security hereof. In addition, Grantor will comply with the covenant regarding leases set forth in Section 6.20 of the Loan Agreement.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerthereunder, and will at all times promptly and faithfully perform, or cause to be performed, in a commercially reasonable manner, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary use commercially reasonable efforts to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In Each lease of the Premises, or of any part thereof, executed after the date hereof (or out for execution as of the date hereof) shall provide that, in the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestlease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
(d) Grantor shall, promptly upon Beneficiary's request following an Event of Default, deposit all tenant security deposits in respect of the Premises into an account with Beneficiary or as designated by Beneficiary, which deposits shall be held and disbursed to tenants as required under the terms of their respective leases.
Appears in 1 contract
Leases. (a) Grantor No Borrower will not (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consententer into, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation of or surrender terminate any Lease, or guaranty of any lease of the Premises or of any part thereoflease, whether now existing or hereafter entered into, without the prior written consent of Lender which consent may be granted or withheld in Lender’s sole discretion. EAST\87098743.3 Without limitation of the generality of the foregoing, no Borrower shall, after an assignment of any Sole Tenant Lease by a Sole Tenant, modify or amend such Lease in a manner which would release the original named tenant, or any guarantor of such Sole Tenant Lease, under the terms of such Lease, provided that it shall not be a default under this sentence if a tenant or lease guarantor is automatically released following an assignment of such Sole Tenant Lease in accordance with the existing terms of such Sole Tenant Lease. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease for a single tenancy at any of the Properties occupying the whole Property approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and which are reasonably acceptable to Lender.
(b) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be made, having an unexpired term of one (1) year observed or moreperformed in a commercially reasonable manner, provided, however, that any lease may be cancelled if promptly after the cancellation Borrower shall not terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, Lease without Lender’s prior approval; (iii) modify shall not collect any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Lease so as to change the amount of security or payment date for rent, change the performance by said lessee of its expiration date, grant any option for additional space or term, grant any purchase option, materially reduce the obligations under said lease or (ii) any amendment or modification of the lease made Tenant or increase the obligations of the lessor, without the prior written consent of Lender which consent may be granted or withheld in Lender’s sole discretion; and (vi) with respect to the Louisiana Lease, in addition to Lender consent pursuant to previous clause (v), shall not alter, modify or change the Louisiana Lease in any manner which requires the consent of Beneficiary the Louisiana Lease Guarantor in order to maintain the Guaranty of Louisiana Lease by Louisiana Lease Guarantor, unless such consent has been obtained. Upon request, Borrower shall furnish Lender with executed copies of all Leases.
(c) Notwithstanding anything to the contrary contained in this Section 4.1.10, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.10 for any matter, Lender shall use good faith efforts to respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such successor approval or consent. If Lender fails to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend clearly marked in interest. Each lease not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 20 BUSINESS DAYS”, Lender shall also provide that, upon request by said successor in interest, be deemed to have approved or consented to such lessee shall execute and deliver an instrument or instruments confirming such attornmentmatter.
Appears in 1 contract
Sources: Loan Agreement (Cole Credit Property Trust V, Inc.)
Leases. (aBorrower shall not enter into or cause any Person to enter into any Lease of any portion of the Property without Lender’s prior written approval, to be withheld or granted in Lender’s sole discretion. Any Lease entered into after the date of this Agreement in violation of this Section 7.9(a) Grantor will not shall be void ab initio. Borrower shall (i) execute an assignment comply with the terms of the rents or any part thereof from the Premises without Beneficiary's prior consent, Section 7.9(a); (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand observe and perform the obligations of imposed upon the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents under the Leases in a commercially reasonable manner and shall not do or permit anything to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property Leases as security for the Debt; (iii) promptly send copies to Lender of all notices of default that Borrower shall send or receive under any Lease; (iv) enforce, in accordance with commercially reasonable practices for properties similar to the security hereof.
Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees, short of termination thereof; (bv) Grantor will not execute any lease other assignment of all lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents) other than the ALR; (vi) not modify in any material respect any Lease in a manner inconsistent with the Loan Documents, (vii) not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of, or a substantial portion termination or diminution of the Premises obligations of, lessees under Leases; (viii) not consent to any assignment of or subletting under a Lease without the prior consent of Lender; and (ix) not cancel or terminate any Lease or accept a surrender thereof (except for actual occupancy by in the lessee thereunder exercise of Loan Parties’ commercially reasonable judgment in connection with a tenant default) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or its property manager, and will at all times promptly and faithfully delayed. Should Borrower fail to perform, comply with or cause to discharge any obligations of Borrower under any Lease, or should Lender become aware of or be performednotified by any tenant under any Lease, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, a failure on the part of the lessor thereunder Borrower to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsso perform, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates comply with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of discharge its obligations under said lease Lease, Lender may, but shall not be obligated to, remedy such failure. Any such action by Lender shall not waive or (ii) release Borrower from any amendment obligation contained in this Agreement. Any amount expended by Lender in such performance or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease attempted performance shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentbe deemed to be Costs.
Appears in 1 contract
Sources: Term Loan Agreement
Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, execute any new Lease for space in excess of 10,000 square feet.
(b) Grantor will not execute As to any lease of all existing or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times new Lease Mortgagor shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status of such leases, Grantor shall exercise its right thereof;
(v) simultaneously deliver to request such certificates within five (5) days Mortgagee copies of any demand therefor by Beneficiary and shall notices of default which Mortgagor may at any time forward to or receive from the lessee;
(vi) upon request, promptly deliver copies thereof to Beneficiary Mortgagee a fully executed counterpart of the Lease; and
(vii) promptly deliver to Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease.
(c) In Mortgagor shall deliver to Mortgagee, within 10 days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the event names of all lessees and other occupants of the enforcement by Trustee or Beneficiary Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of default; such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.statement
Appears in 1 contract
Sources: Mortgage (Glimcher Realty Trust)
Leases. (a) Grantor will not All Leases (other than the Operating Leases) and all renewals of Leases (other than the Operating Leases) executed after the date hereof shall (i) execute an assignment of the rents or any part thereof from the Premises without Beneficiary's prior consentprovide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (ii) except where the lessee be on commercially reasonable terms, (iii) provide that such Lease is in default thereunder, terminate or consent subordinate to the cancellation or surrender Mortgage, the Assignment of Leases and the Security Agreement encumbering the applicable Property and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale; (iv) be to Tenants that are creditworthy, (v) not be to an Affiliate of any lease Borrower or any Guarantor, and (vi) not contain any option to purchase, any right of first refusal to purchase, any requirement for a non-disturbance or recognition agreement, or any other terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments, modifications and terminations thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed.
(b) Borrowers shall, or shall cause Operating Lessee to, (i) observe and perform the obligations imposed upon the landlord under the Leases in a commercially reasonable manner and in all material respects; (ii) promptly send copies to Lender of all notices of default which any Borrower or Operating Lessee shall send or receive under any Major Lease; (iii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Premises or of any part thereof, now existing or hereafter Tenants thereunder to be made, having an unexpired term of one (1) year observed or more, performed in a commercially reasonable manner and in all material respects; provided, however, that neither any lease may be cancelled if promptly after the cancellation Borrower nor Operating Lessee shall terminate or accept a surrender thereof of a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, Major Lease without Lender’s prior written approval; (iv) accept prepayments of more than one month of not collect any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for Rents more than one (1) month in advance, except prepayments advance (other than security deposits); (v) not execute any assignment of the landlord’s interest in the nature Leases or the Rents (except as contemplated by the Loan Documents); and (vi) not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the landlord. Upon request, Borrowers shall furnish Lender with executed copies of all Leases. Borrowers or Operating Lessee shall have the right, without the consent or approval of Lender in any instance, to terminate, modify, amend, restate or accept a surrender of any Lease that is not a Major Lease.
(c) All security for deposits of Tenants, whether held in cash or any other form, shall not be commingled with any other funds of Borrowers or Operating Lessee and, if cash, shall be deposited by Borrowers or Operating Lessee at a separately designated account under the performance control of the applicable Borrower or Operating Lessee at the Clearing Bank. After the occurrence of a Sweep Event, Borrowers shall, upon Lender’s request, if permitted by said lessee applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account, which shall then be held by the Deposit Bank in a separate Account subject to the terms of its obligations under said lease the Leases. Any letter of credit, bond or other instrument that any Borrower or Operating Lessee holds in lieu of a cash security deposit (i) shall be maintained in full force and effect in the full amount of such deposit unless replaced by a cash deposit as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Pool 2 Lender, (iii) shall name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully transferable to Lender without payment by Lender of any amendment fee or modification charge), (iv) shall be delivered to and held by Lender upon Lender’s request, and (v) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrowers shall, upon request, provide Lender with evidence satisfactory to Lender of Borrowers’ and/or Operating Lessee’s compliance with the foregoing.
(d) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion, no Borrower shall (i) surrender, terminate or cancel the Operating Lease to which it is a party; (ii) reduce or consent to the reduction of the lease made term of the Operating Lease to which it is a party; (iii) increase or consent to the increase of the amount of any charges under the Operating Lease to which it is a party; (iv) modify, change, supplement, alter, replace or amend the Operating Lease to which it is a party or waive or release any of such Borrower’s rights and remedies under the Operating Lease, including, without limitation, any material defaults; or (v) grant its consent or approval as may be requested or required in connection with the terms and provisions of the Operating Lease to which it is a party with respect to any matter that would require the consent of Beneficiary Lender pursuant to the Loan Documents. Notwithstanding the foregoing, Lender shall not unreasonably withhold its consent to a Borrower renewing any Operating Lease upon the expiration thereof or to a Borrower entering into a new Operating Lease with Operating Lessee upon the expiration of the current Operating Lease. As conditions precedent to a Borrower renewing any Operating Lease or entering into a new Operating Lease after the date hereof, in addition to obtaining Lender’s consent to the terms thereof as required above, (A) such successor in interest. Each lease Borrower shall also provide thatwritten notice to Lender of such renewed or new Operating Lease not less than thirty (30) days prior to the date on which such renewed or new Operating Lease shall be effective, upon request by said successor in interestwhich notice shall include a copy of the proposed renewed or new Operating Lease blacklined to the Operating Lease being replaced, (B) such lessee Borrower and Operating Lessee shall execute and deliver an instrument to Lender (and record in the appropriate real estate records if required by Lender) a subordination and attornment agreement in the same form as the Subordination Agreement executed in connection with the Operating Lease being replaced, (C) such Borrower and Operating Lessee shall execute and deliver to Lender (and record in the appropriate real estate records if required by Lender) such amendments of the Loan Documents to which they are respectively a party as may be reasonably required by Lender to evidence, preserve and/or protect the collateral securing or instruments confirming intended to secure the Obligations, and (D) such attornmentBorrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that the Franchise Agreement and the Management Agreement relating to such Borrower’s Property and all other licenses and permits required to operate such Borrower’s Property as a hotel are and shall remain in full force and effect.
Appears in 1 contract
Leases. (a) Grantor will Mortgagor shall not (i) execute an assignment or pledge of the rents any Lease relating to all or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value portion of the Mortgaged Property other than in favor of Mortgagee, or (ii) without the security hereofprior written consent of Mortgagee, which consent shall not unreasonably be withheld or delayed, execute or permit to exist any Lease of any of the Mortgaged Property.
(b) Grantor will not execute As to any lease of all or a substantial portion of the Premises except for actual occupancy Lease consented to by the lessee thereunder or its property managerMortgagee, and will at all times Mortgagor shall:
(i) promptly and faithfully perform, or cause to be performed, perform all of the covenants, conditions and agreements contained in all leases provisions of the Premises or portions thereof now or hereafter existing, Lease on the part of the lessor thereunder to be kept and performed and will at performed;
(ii) promptly enforce all times do all things reasonably necessary to compel performance by of the provisions of the Lease on the part of the lessee under each lease of all obligations, covenants and agreements by such lessee thereunder to be performed thereunder. If performed;
(iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of such leases provide for the giving by Mortgagor as lessor or of the lessee of certificates with respect to the status of such leasesthereunder;
(iv) exercise, Grantor shall exercise its right to request such certificates within five (5) days after a request by Mortgagee, any right to request from the lessee a certificate with respect to the status thereof;
(v) simultaneously deliver to Mortgagee copies of any demand therefor notices of default which Mortgagor may at any time forward to or receive from the lessee;
(vi) promptly deliver to Mortgagee a fully executed counterpart of the Lease;
(vii) promptly, upon request of Mortgagee, record the Lease or a memorandum thereof, as provided by Beneficiary and shall applicable law; and
(viii) promptly deliver copies thereof to Beneficiary promptly Mortgagee, upon receiptMortgagee's request, an assignment of the Mortgagor's interest under such Lease.
(c) Mortgagor shall deliver to Mortgagee, within ten (10) days after a request by Mortgagee, a written statement, certified by Mortgagor as being true, correct and complete, containing the names of all lessees and other occupants of the Mortgaged Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default; such statement shall be accompanied by credit information with respect to the lessees and such other information as Mortgagee may request.
(d) All Leases entered into by Mortgagor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Mortgage unless Mortgagee shall otherwise elect in writing.
(e) As to any Lease now in existence or subsequently consented to by Mortgagee, Mortgagor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the payment of rent more than thirty (30) days in advance of its due date.
(f) If any act or omission of Mortgagor would give any lessee under any Lease the right, immediately or after lapse of a period of time, to cancel or terminate such Lease, or to ▇▇▇▇▇ or offset against the payment of rent or to claim a partial or total eviction, such lessee shall not exercise such right until it has given written notice of such act or omission to Mortgagee and until a 10-day period for remedying such act or omission shall have elapsed following the giving of such notice without a remedy being effected.
(g) In the event of the enforcement by Trustee or Beneficiary Mortgagee of the remedies provided for hereby or by lawany remedy under this Mortgage, the lessee under each of the leases of the Premise willLease shall, upon request of if requested by Mortgagee or any other person succeeding to the interest of Grantor Mortgagee as a result of such enforcement, automatically become the lessee of said attorn to Mortgagee or to such person and shall recognize Mortgagee or such successor in interest, interest as lessor under the Lease without change in the terms or other provisions of such lease, provided, thereof; provided however, that said Mortgagee or such successor in interest shall not be bound by be: (i) bound by any payment of an installment of rent or additional rent for which may have been made more than one (1) month in advance, except prepayments in 30 days before the nature due date of security for the performance by said lessee of its obligations under said lease or such installment; (ii) bound by any amendment or modification of to the lease Lease made without the consent of Beneficiary Mortgagee or such successor in interest, which consent shall not be unreasonably withheld or delayed; (iii) liable for any previous act or omission of Mortgagor (or its predecessors in interest); (iv) responsible for any monies owing by Mortgagor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Mortgagor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof; or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Mortgagee or such successor in interest. Each lease shall also provide thatlessee or other occupant, upon request by said Mortgagee or such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. In addition, Mortgagor agrees that each Lease entered into after the date of this Mortgage shall include language to the effect of subsections (d)-(g) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 1 contract
Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases. All new Leases and renewals or amendments of Leases must (i) execute be entered into on an assignment arms-length basis with Tenants that are not affiliates of the rents or any part thereof from the Premises without Beneficiary's prior consentBorrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) except where the lessee is in default thereunderprovide for rental rates and other economic terms that, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereoftaken as a whole, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseare commercially reasonable, (iii) modify any such lease so as to shorten the unexpired have an initial term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereundernot more than 10 years, (iv) accept prepayments of more than one month of any installments of rents not reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereunder, a Material Adverse Effect and (v) modifybe subject and subordinate to the Mortgage and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, release or terminate such attornment to be self-executing and effective upon acquisition of title to the applicable Property by any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofpurchaser at a foreclosure sale.
(b) Grantor will Any Lease that does not execute any lease conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managernew Leases that are Major Leases, and will at all times promptly terminations, renewals and faithfully performmaterial amendments of Major Leases, and any surrender of rights under any Major Lease, shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or cause to be performed, delayed.
(c) Borrower and Operating Lessee shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the covenantsmaterial terms, covenants and conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, Leases on the part of the lessor lessee thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the lessee respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignment of rents and leases under the Mortgage; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender; and (vi) not permit any subletting of any space covered by a Lease or an assignment of the Tenant’s rights under a Lease, except in strict accordance with the terms of such Lease.
(d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower or Operating Lessee shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Subject to Legal Requirement, any bond or other instrument held by Borrower or Operating Lessee in lieu of cash security shall name Lender as payee or mortgagee thereunder or be fully assignable to Lender. Borrower hereby pledges to Lender each lease such bond or other instrument as security for the Indebtedness. Upon the occurrence of all obligationsan Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower or Operating Lessee), and any such bonds, that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 9.19(b)).
(e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower or Operating Lessee is in default in the performance or observance of any of the material terms, covenants and agreements by such lessee or conditions thereof to be performed thereunderor observed by Borrower or Operating Lessee. If Borrower shall use commercially reasonable efforts to provide in each Major Lease executed after the Closing Date to which Borrower or Operating Lessee is a party that any Tenant delivering any such notice shall send a copy of such leases provide for the giving by the lessee of certificates with respect notice directly to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptLender.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Leases. All estate, right, title and interest of the Mortgagor in, to, under or derived from: all leases and subleases (aincluding, without limitation, the Lease) Grantor will now or hereafter in effect, whether or not of record, for the use or occupancy of all or any part of the Property (including, without limitation, all guarantees of the tenants' or subtenants' obligations thereunder), and (i) execute an assignment of all rent and other amounts now or hereafter payable to the rents or any part thereof from the Premises without Beneficiary's prior consentMortgagor thereunder, (ii) except where all rights of the lessee is in default thereunder, terminate or consent Mortgagor (subject to the cancellation Indenture and the Note Purchase Agreement) to exercise any election or surrender option or to make any decision or determination or to give any notice, consent, waiver or approval or to take any other action under or in respect of any lease of such leases or to accept any surrender or redelivery of the Premises Property or of any part thereof, now existing or hereafter to be madeas well as all the rights, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that powers and remedies of the lessee whose lease was cancelledMortgagor, on substantially whether acting under any of the same terms as the terminated leases or cancelled leaseby statute or at law or in equity, or otherwise, arising out of any default or event of default under any of such leases, and (iii) modify all estate, right, title and interest of the Mortgagor as a secured party or lienholder thereunder to the extent a security interest or Lien may be deemed to be created by any such lease so (the foregoing being collectively referred to as to shorten the unexpired term thereof or so as to decrease"Leases"). Granting Clause VII. Rents, waive or compromise in any manner the amount Issues amid Profits. All estate, right, title and interest of the Mortgagor in, to, under or derived from: all rents payable thereunder or materially expand the obligations of the lessor thereunder(including, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performedwithout limitation, all of the covenantsBase Rent and Supplemental Rent), conditions royalties, issues, profits, receipts, revenue, income and agreements contained in all leases of the Premises or portions thereof other benefits now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates accruing with respect to the status of such leasesProperty, Grantor shall exercise its right (including, without limitation, all rents and other sums now or hereafter payable pursuant to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof the Leases); all other sums now or hereafter payable with respect to Beneficiary promptly upon receipt.
(c) In the event use, occupancy, management, operation or control of the enforcement by Trustee Property; and all other claims, rights and remedies now or Beneficiary hereafter belonging or accruing with respect to the Property, including, without limitation, fixed, additional and percentage rents, occupancy charges, security deposits, parking, maintenance, common area, tax, insurance, utility and service charges and contributions (whether collected under the Leases or otherwise), proceeds of sale of electricity, gas, heating, air-conditioning and other utilities and services (whether collected under the Leases or otherwise), and deficiency rents and liquidated damages following default or cancellation (the foregoing rents and other sums described in this Granting Clause being collectively called the "Rents"), all of which the Mortgagor hereby irrevocably directs be paid to the Mortgagee, to be held and applied as subject to the terms of the remedies provided for hereby or by law, Indenture and the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interestLease. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentGranting Clause VIII.
Appears in 1 contract
Sources: Open End Mortgage (Archon Corp)
Leases. To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Grantor will is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder and the Master Lease. To Borrower's best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) and the Master Lease. As of the date hereof (i) execute an assignment Borrower is the owner and holder of the rents or any part thereof from the Premises without Beneficiarylandlord's prior consent, interest under each Lease; (ii) there are no prior assignments of the landlord's interest by Borrower (and to Borrower's knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except where as disclosed to Lender in writing on or prior to the lessee date hereof; (iv) to Borrower's best knowledge, each Lease is in full force and effect; (v) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the "Tenant Estoppels"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default thereunder, terminate or consent to the cancellation or surrender of under any lease of the Premises material terms, covenants or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that provisions of the lessee whose lease was cancelledLease, on substantially the same terms and, except as the terminated disclosed to Lender in writing or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount Tenant Estoppels, Borrower knows of the rents payable thereunder or materially expand the obligations of the lessor thereunderno event which, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security but for the performance passage of time or the lessees thereundergiving of notice or both, (v) modify, release or terminate would constitute an event of default under any guaranties of any such lease or Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises Rents; and (vii) to Borrower's best knowledge, except as disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for actual occupancy estimated payments of operating expenses and taxes made by the lessee thereunder or its property managertenants in accordance with their Leases, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for no Rents have been paid more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification advance of the lease made without due dates thereof. For purposes of the consent preceding sentence, the term "Lease" shall exclude subleases including the subleases of Beneficiary or such successor in interest. Each lease shall also provide that, upon request space covered by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentthe Master Lease.
Appears in 1 contract
Leases. (a) Grantor will not Such Seller shall not, from and after the Effective Date and until the termination of this Agreement, (i) execute an assignment modify, renew (except pursuant to the exercise by a tenant of a renewal or extension option contained in such tenant's Lease which shall not require the prior written approval of the rents Buyer), grant any consent to any assignment or sublet , or waive any part thereof from material rights in writing under the Premises without Beneficiary's prior consentLeases, (ii) terminate any Lease except where by reason of a default by the lessee is tenant thereunder and then only in default thereunderaccordance with such Seller’s past practice or as required by law, terminate (iii) enter into a New Lease, or (iv) accept a surrender or consent to the termination or cancellation or surrender of any lease Lease by the tenant thereunder, except to the extent landlord is obligated to do so in accordance with the terms of such Lease or as required by law or arising by reason of a default by the tenant thereunder, in each case described in clauses (i) through (iv), without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, and which shall be deemed approved if Buyer fails to respond to a written request for approval made at any time during the term of this Agreement within ten (10) business days after receipt of the Premises request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant lease. If Buyer approves (or is deemed to have approved) of Seller's entering into a New Lease and such lease is thereafter fully executed, then (i) the amount of the brokerage commission specified in Seller's notice, (ii) the cost of any part thereof, now existing or hereafter tenant improvements to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after performed by the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that landlord under the terms of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled proposed lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of any cash work allowances required to be given by the rents payable thereunder or materially expand landlord to the obligations tenant under the terms of the lessor thereunder, proposed lease incurred in connection with such New Lease and (iv) accept prepayments of more than one month the economic impact of any installments free rent shall be the responsibility of rents to become due under such leases, except prepayments Buyer and shall be apportioned at the Closing in accordance with the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties proration provisions herein. Upon Seller's execution and delivery of any such lease or (vi) in any other manner impair approved by Buyer, the value of the Mortgaged Property or the security hereofsame shall be deemed to be a New Lease for all purposes under this Agreement.
(b) Grantor will not execute any lease of all Notwithstanding the foregoing or a substantial portion of anything to the Premises except for actual occupancy by the lessee thereunder or its property managercontrary contained in this Agreement, and will at all times promptly and faithfully perform, each Seller shall terminate or cause to be performedterminated at or prior to the Closing, all at such Seller’s sole cost, those certain leases or license agreements set forth on Schedule 7.5.1(b) hereto and vacate the space occupied thereunder as of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptClosing.
(c) In the event Seller shall provide, at Closing, an update to Schedule 7.1.1(e) dated not later than five (5) business days prior to Closing, to reflect an updated list of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding rent arrearages with respect to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentLeases.
Appears in 1 contract
Leases. Seller shall not, (a) Grantor will modify, renew (except pursuant to the exercise by a tenant of a renewal or extension option contained in such tenant’s Lease which shall not require the prior written approval of the Buyer), grant any consent to any assignment or sublet, or waive any material rights in writing under the Leases, (b) terminate any Lease except by reason of a default by the tenant thereunder and then only in accordance with Seller’s past practice or as required by law, (c) enter into a New Lease, or (d) accept a surrender or consent to the termination or cancellation of any Lease by the tenant thereunder, except to the extent landlord is obligated to do so in accordance with the terms of such Lease or as required by law or arising by reason of a default by the tenant thereunder, in each case described in clauses (a) through (d), without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), and which shall be deemed approved if Buyer fails to respond to a written request for approval made at any time during the term of this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement within three (3) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail and a statement as to the brokerage commission, if any, payable in connection therewith. If Buyer approves (or is deemed to have approved) of Seller’s entering into a New Lease and such lease is thereafter fully executed, then (i) execute an assignment the amount of the rents or any part thereof from the Premises without Beneficiary's prior consentbrokerage commission specified in Seller’s notice, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender cost of any lease tenant improvements to be performed by the landlord under the terms of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled proposed lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of any cash work allowances required to be given by the rents payable thereunder or materially expand landlord to the obligations tenant under the terms of the lessor thereunder, proposed lease incurred in connection with such New Lease and (iv) accept prepayments of more than one month the economic impact of any installments free rent shall be the responsibility of rents to become due under such leases, except prepayments Buyer and shall be apportioned at the Closing in accordance with the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties proration provisions herein. Upon Seller’s execution and delivery of any such lease or (vi) in any other manner impair approved by Buyer, the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause same shall be deemed to be performed, a New Lease for all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee purposes under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptthis Agreement.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Leases. Set forth on Schedule 3.4 is a list of all real property leases ------- ------------ which are included in the Domestic Assets or to which any Subsidiary (aother than any Minority Subsidiary) Grantor will not is party as lessee and a list of all leases of personal property which are included in the Domestic Assets or to which any Subsidiary (iother than any Minority Subsidiary) execute an assignment is a party as a lessee, in any case having remaining rental value of at least $250,000 (the "Leases"). All rentals currently due under such Leases have been paid. Seller, WWTI and/or each Subsidiary (as the case may be) has a valid leasehold interest in each Lease, in each case free and clear of all Liens, except Permitted Exceptions. Seller has made available to Purchaser a copy of each Lease (as amended). The Leases are the valid and binding obligations of WWTI or the Subsidiaries (as the case may be). Neither Seller, WWTI nor any of the rents Subsidiaries has received any notice of Default by any Subsidiary thereunder which has not been remedied or waived and which Default could reasonably be expected to have a Material Adverse Effect. Neither Seller, WWTI nor any of the Subsidiaries nor any Affiliate thereof has received any notice or has any knowledge of any pending or threatened condemnation proceeding or assessment for public improvements affecting any Real Property or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent real property leased pursuant to the cancellation or surrender of any lease of the Premises a Lease or of any part thereofsale or other disposition thereof in lieu of condemnation, now existing which proceeding, assessment, sale or hereafter other disposition could reasonably be expected to be madematerially interfere with the continued use of any Real Property or any real property subject to a Material Lease in the conduct of normal business operations. Except as set forth on Schedule 3.4, having an unexpired term no ------------ approval or consent of one any Person is needed in order for the Leases (1excluding Leases for sales offices) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that continue in full force and effect following consummation of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereoftransactions contemplated by this Agreement.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Sources: Purchase and Sale Agreement (United States Filter Corp)
Leases. (a) Grantor will Except as otherwise provided in this Agreement to the contrary, all Leases executed after the date hereof shall in all respects be approved by Lender and shall be on a standard Lease form previously approved by Lender with no material modifications (the “Lease Form”) (except as approved by Lender not to be unreasonably withheld; provided, that, Lender shall not unreasonably withhold its consent to changes to the Lease Form). Such Lease Form shall provide that (i) execute an assignment of the rents or any part thereof from Lease is subordinate to the Premises without Beneficiary's prior consentMortgage, and (ii) except where the lessee is in default thereunder, terminate or consent tenant shall attorn to the cancellation or surrender Lender following an Event of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or moreDefault, provided, howeverthat the Lender has delivered to the tenant a commercially reasonably form of non-disturbance and attornment agreement. To the extent required by applicable law, Borrower shall hold, in trust, all tenant security deposits in a segregated account and shall not commingle any such funds with any other funds of Borrower. Within ten (10) Business Days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security deposits, and copies of all Leases not previously delivered to Lender, certified by Borrower as being true and correct. Notwithstanding anything contained in the Loan Documents, Lender’s approval shall not be required for future Leases or Lease modifications or extensions if the following conditions are satisfied:
(A) no Event of Default has occurred and is continuing;
(B) the Lease is in effect as of the date of this Agreement or is on the Lease Form with no modifications, except for commercially reasonable changes agreed to in the ordinary course of Borrower’s business, provided, that, in no event shall there be any material modifications to the subordination, attornment, estoppel clauses (other than to provide for the execution of a subordination, non-disturbance and attornment agreement by Lender in the form attached hereto as Schedule IV) or “so-called” exculpation clauses that limit the landlord’s liability to the Landlord’s interest in the Property (including the proceeds thereof) without the prior written consent of Lender, which consent will not be unreasonably withheld;
(C) with respect to the modifications of any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease Lease, such Lease and such modification(s) (w) is entered into in the ordinary course of business, consistent with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled leaseprudent property management practices, (iiix) modify would not cause such Lease to constitute a Major Lease (subject to clause (z) below), (y) would not have a Material Adverse Effect and (z) if the Lease is a Major Lease, such modification constitutes a Non-Material Lease Modification;
(D) the Lease does not conflict with any such lease so as Operating Agreements affecting the Property or any other Lease for space in the Property;
(E) the Lease is not a Major Lease;
(F) the Lease shall provide for rental rates and landlord concessions comparable to shorten existing local market rates and shall be an arm’s-length transaction, provided, that in no event shall the unexpired term thereof Lease be with an Affiliate of Borrower;
(G) the Lease shall not contain any options for renewal or so as expansion by the tenant at rental rates which are below reasonable comparable market levels for renewals or expansions at the time the Lease is executed;
(H) the Lease shall be to decreasea tenant which Borrower, waive or compromise in any manner the amount of the rents payable thereunder or materially expand its professional and commercially reasonable judgment, has determined is creditworthy taking into account the obligations of the lessor landlord and the tenant thereunder, ; and
(ivI) accept prepayments the Lease is for a term of not more than one month fifteen (15) years (exclusive of any installments of rents to become due under such leases, except prepayments renewal options which together with the initial lease term shall not exceed twenty (20) years). Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the nature form annexed hereto as Schedule IV to Tenants under any future Lease demising in excess of security for the performance of the lessees thereunder10,000 square feet promptly upon request with such commercially reasonable changes as may be requested by Tenants, (v) modifyfrom time to time, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofand which are reasonably acceptable to Lender.
(b) Grantor will Borrower (i) shall perform the obligations which Borrower is required to perform under the Leases in a commercially reasonable manner; (ii) shall enforce the obligations to be performed by the tenants in a commercially reasonable manner; (iii) shall promptly furnish to Lender any notice of material default or termination received by Borrower from any tenant whose Lease demises one floor or more at the Property, and any notice of material default or termination given by Borrower to any tenant whose Lease demises one floor or more at the Property; (iv) shall not execute collect any rents for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits; (v) shall not enter into any ground lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the any part of the lessor thereunder Property (except for the Ground Lease); (vi) shall not further assign or encumber any Lease; (vii) shall not, except with Lender’s prior written consent (which consent will not be unreasonably withheld and it shall be deemed reasonable for Lender to withhold its consent to any such Lease cancellation or acceptance of termination or surrender if after giving effect thereof, such cancellation, surrender or termination would cause an NOI Trigger Event to occur), cancel or accept surrender or termination of (A) any Lease other than a Major Lease unless such cancellation, termination or acceptance of surrender is entered into in the ordinary course of business, consistent with prudent property management practices or (B) any Major Lease, provided, that, the Borrower shall be permitted to accept such cancellation, surrender or termination of a Major Lease if such action is being taken in accordance with the express provisions of such Major Lease which is in existence as of the date of this Agreement, or has been approved by the Lender (such approval not to be kept and performed and will unreasonably withheld) in accordance with the terms hereof or; provided, that, if no Cash Sweep Period is then in effect, such termination or surrender is contemporaneous with the releasing of the space demised under such Major Lease (or applicable portion thereof) at all times do all things reasonably necessary a rental rate equal to compel performance by the lessee under each lease of all obligationsor greater than such Major Lease; (viii) shall not, covenants and agreements by except with Lender’s prior written consent (such lessee consent not to be performed thereunderunreasonably withheld), modify or amend any Lease unless such modification or amendment complies with the provisions of Section 4.1.9(a)(C) hereof, (ix) shall deposit any Major Lease termination, default or cancellation fees with Lender, to be held by Lender as Rollover Funds; and (ix) shall not enter into any Major Lease without the prior written consent of Lender (such consent not to be unreasonably withheld). If Any action in violation of clauses (v), (vi), (vii), (viii) or (ix) of this Section 4.1.9(b) shall be void as against Lender at the election of Lender.
(c) Lender shall respond to a request for Lender’s approval to any Lease or other matter under Section 4.1.9 hereof delivered, if applicable, together with copies of such leases provide the applicable lease documents, and, if applicable, a budget setting forth the applicable tenant improvement costs and leasing commissions for the giving by the lessee of certificates with respect to the status of such leaseswhich Lender’s consent is required (i) within ten (10) Business Days after Borrower’s written request therefore, Grantor shall exercise its right to request such certificates or (ii) within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon Business Days after Borrower’s written request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such leasetherefore, provided, howeverthat, that said successor in interest shall not be bound by prior to such five (i5) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification Business Day period Lender has approved all of the lease made without economic material terms of such Lease as set forth in a written summary thereof provided by Borrower to Lender. If the correspondence from Borrower requesting such approval contains the following statement at the top of the first page thereof in capitalized, bold faced, 14 point type stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) or FIVE (5) BUSINESS DAYS (as the case may be), YOUR APPROVAL SHALL BE DEEMED GIVEN,” and if Lender shall fail to respond to or to expressly deny such request for approval in writing (stating in reasonable detail the reason for such disapproval) within ten (10) or five (5) Business Days (as the case may be) after receipt of Borrower’s written request then Lender’s consent of Beneficiary to the action or matter in question with respect to such successor in interestLease shall be deemed given. Each lease Borrower shall also provide that, upon request any other information reasonably requested by said successor Lender in interest, writing in connection with such lessee shall execute and deliver an instrument Lease prior to the expiration of such ten (10) or instruments confirming such attornmentfive (5) Business Day (as the case may be) period in order to adequately review the same.
Appears in 1 contract
Leases. As of the Effective Date and the Closing Date, the Real Property is not, and will not be, subject to any lease or occupancy agreement other than the Leases (as defined below in Section 6.5), the terms of which will commence at Closing, and the provisions of the ▇▇▇▇▇▇▇ Communications lease of a portion of the Mankato property, provided that, at Closing, Seller shall be responsible for having the ▇▇▇▇▇▇▇ Communications lease converted to a sublease under the Lease applicable to the Mankato property, pursuant to a written sublease agreement signed by both Seller and ▇▇▇▇▇▇▇ Communications (“▇▇▇▇▇▇▇ Sublease”) to be effective from and after Closing, which ▇▇▇▇▇▇▇ Sublease shall be in form and substance satisfactory to Buyer, and shall provide for, among other things, the following terms and conditions: (a) Grantor will not the rents, term (iwhich term shall be for interval(s) execute an assignment no longer than year-to-year) and other material terms of the rents or any part thereof from the Premises without Beneficiary's prior consent▇▇▇▇▇▇▇ Sublease, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease that the ▇▇▇▇▇▇▇ Sublease is subject and subordinate to the Lease for the Mankato property, and ▇▇▇▇▇▇▇ Communications use of its subleased premises shall comply with all or a substantial portion terms and conditions of the Premises except for actual occupancy by the lessee thereunder or its property managerLease, and will at all times promptly the ▇▇▇▇▇▇▇ Sublease shall terminate upon the expiration or sooner termination of the Lease, (c) that the ▇▇▇▇▇▇▇ Sublease supersedes and faithfully performreplaces any prior written or oral lease between ▇▇▇▇▇▇▇ Communications and Seller, or cause and shall not be further amended without Buyer’s consent (such consent not to be performedunreasonably withheld, all delayed or conditioned), (d) ▇▇▇▇▇▇▇ Communications confirms no fact, event or circumstance exists that (with notice, the passage of time or both) would or could be reasonably anticipated to constitute a claim, breach, default or event of default by it or by Seller under the preceding lease arrangement as of the covenantsClosing Date or any period prior thereto, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing(e) ▇▇▇▇▇▇▇ Communications releases Buyer from any liability for any matters whatsoever (and agrees to look solely to Seller, on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligationsas sublandlord, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to any default or claim under the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In the event ▇▇▇▇▇▇▇ Sublease). As of the enforcement by Trustee or Beneficiary of Effective Date and the remedies provided for hereby or by lawClosing Date, Seller has the lessee financial ability to perform all its payment and other monetary obligations, as tenant, under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute Leases from and deliver an instrument or instruments confirming such attornmentafter Closing.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment The Rent Roll attached to Section 4.3(c) of the rents or Contributor Disclosure Letter (the "Rent Roll") lists each of the leases in existence as of the date hereof with respect to any part thereof from portion of the Premises without Beneficiary's prior consent, Shopping Center.
(ii) except where Except as set forth in Section 4.3(c) of the lessee is Contributor Disclosure Letter, as of the date hereof, there are no leases, licenses or other rights of occupancy in force which affect the Shopping Center or any portion thereof other than the leases listed in the Rent Roll. The Contributors have made available to PREIT copies of all of the leases (including all amendments) listed on the Rent Roll. Except as set forth on the Rent Roll, no uncured event of default thereunderof either of the Project Partnerships or, terminate or consent to the cancellation or surrender knowledge of the Contributors, any tenant has occurred and is continuing under any lease of premises within the Premises Shopping Center, no tenant has asserted a defense to or of any part thereof, now existing offset or hereafter to be made, having an unexpired term of one (1) year claim against its rent or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.
(b) Grantor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property managerobligations under its lease, and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, no tenant has asserted a default on the part of either of the lessor thereunder Project Partnerships which would give it the right to terminate its lease or a setoff against rent.
(iii) With respect to the leases involving the Shopping Center, except as set forth in Section 4.3(c) of the Contributor Disclosure Letter or in the leases, as of the date hereof:
(A) there are no proposed modifications to any such lease that would reduce:
(I) the space leased to any tenant;
(II) the amount of any tenant's rent; or
(III) the term of any lease;
(B) no free rent or other concession is due any tenant;
(C) Neither Project Partnership is required to provide tenant improvements or refurbishments with respect any such lease other than tenant improvements that either Project Partnership may be kept and performed and will at all times do all things reasonably necessary required to compel performance by construct if an expansion option provided in a lease is exercised;
(D) no tenant has an option to terminate its lease prior to its stated expiration date;
(E) except for (x) security deposits or (y) the lessee first full month's rent, whether or not the term of a lease has commenced, no prepayments of rent more than thirty (30) days in advance have been made under each any such lease;
(F) no rent or security deposit under any such lease of all obligationshas been assigned or encumbered, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide except as security for the giving Loan Documents;
(G) there are no agreements or understandings, written or oral, with any tenant other than as set forth in its lease or on the Rent Roll; and
(H) all brokerage commissions and other compensation or fees payable by reason of the lessee leases have not been paid in full. Attached to Section 4.3(c) of certificates the Contributor Disclosure Letter is a list of brokers commissions due with respect to the Shopping Center and the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptcommissions.
(c) In the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by law, the lessee under each of the leases of the Premise will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 1 contract
Sources: Contribution Agreement (Pennsylvania Real Estate Investment Trust)
Leases. (a) Grantor will not Schedule 2 hereto is a correct and complete list of all Leases affecting any portion of the Building, setting forth with respect to each (i) execute an assignment the name of the rents or any part thereof from the Premises without Beneficiary's prior consentTenant, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease date of the Premises Lease and any modifications or of supplements thereto (and any part thereof, now existing or hereafter to be made, having an unexpired term of one (1) year or more, provided, however, that any lease may be cancelled if promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that separate written guaranties of the lessee whose lease was cancelledLease, on substantially the same terms as the terminated or cancelled leaseif any), (iii) modify any such lease so as to shorten the unexpired term thereof or so as to decreasebasic annual rent currently payable by the Tenant, waive or compromise in any manner (iv) the escalations payable by the Tenant, (v) the space demised, (vi) the expiration date, (vii) all renewal options, (viii) all termination and/or contraction options exercisable by a Tenant, (ix) the amount of the rents deposit held by Seller thereunder, if any, and the form thereof (i.e. cash, letter of credit, or other form of security), (x) any work allowances payable thereunder under the Lease which have not been totally disbursed, (xi) any free rent period which has not yet expired, and (xii) any other concessions or materially expand the monetary obligations of the lessor thereunderlandlord to a Tenant which have not yet expired or been paid in full, (iv) accept prepayments of more than one month of any installments of rents to become due under such leases, except prepayments in as the nature of security for the performance of the lessees thereunder, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereofcase may be.
(b) Grantor will not execute There are no leases, tenancies, licenses or other occupancy agreements to which Seller is a party or by which Seller may be bound for any lease of all or a substantial portion of the Premises except for actual occupancy by Land or Building other than the lessee thereunder Leases identified on Schedule 2; and Seller has delivered or its property managermade available to Buyer (or will, during the Study Period pursuant to Paragraph 32 hereof, deliver and will at all times promptly make available to Buyer) true and faithfully perform, or cause to be performed, complete copies of all of the covenants, conditions Leases and related agreements contained in all leases of the Premises or portions thereof now or hereafter existing, listed on the part of the lessor thereunder to be kept and performed and will at all times do all things reasonably necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptSchedule 2.
(c) In the event Except as otherwise specifically set forth in Schedule 2: (i) All of the enforcement by Trustee or Beneficiary Leases are in full force and effect in accordance with their respective terms, and none of the remedies provided for hereby Leases has been modified, amended, renewed or extended; (ii) All tenant improvement and build out work required to be performed by law, the lessee landlord under the Leases has been done or will be performed prior to the Closing; (iii) All construction allowances or other sums to be paid to any of the Tenants have been or will be paid in full prior to the Closing or funds sufficient to satisfy any allowance delivered to Buyer; (iv) The term of each of the leases Leases has commenced and each Tenant thereunder is occupying the space demised to it and has commenced the payment of rent, except that ▇.▇. ▇▇▇▇▇▇, Inc. is paying its rent but is not occupying its space; (v) There is no outstanding and uncured claim of default made under any of the Premise will, upon request Leases on the part of any person succeeding party thereto; (vi) None of the Tenants has asserted, prior to the interest of Grantor as a result of such enforcementdate hereof, automatically become any defense, setoff or counterclaim with regard to its tenancy or its Lease; and no action, proceeding or arbitration is pending on the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by date hereof with
(d) Schedule 2-A annexed hereto sets forth (i) any payment all of rent the Leases which contain renewal options and/or expansion options which have not yet been exercised (or additional rent for more than one (1which have been exercised but with respect to which all of the brokerage commissions and fees relating thereto have not been paid in full) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or and (ii) any amendment the brokerage commissions now or modification of hereafter payable by the lease made without the consent of Beneficiary or landlord in connection with each such successor in interestexpansion option and/or renewal option. Each lease shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment6.2.
Appears in 1 contract
Sources: Agreement of Sale (Equity Residential Properties Trust)