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. 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 (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. (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 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 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. (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. (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. 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 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 (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 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) 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 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 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 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 at any time that (i) execute an assignment of payments are not being made to the rents or any part thereof from the Premises without Beneficiary's prior consentCentral Account, (ii) except where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease following repayment of the Premises Mortgage Loan 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 following the occurrence of an Event of Default, then Lender shall have the immediate right to notify all tenants and other third parties to make payments directly to the Lockbox Account. Borrower hereby authorizes and directs the tenants and other third parties to make such payments directly to the Lockbox Account upon notice by Lender. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, security and other refundable deposits of tenants, whether held in cash or any such lease so as other form, shall, after and during the continuance of an Event of Default, be turned over to shorten Lender (together with any undisbursed interest earned thereon) upon Lender’s request therefor to be held by Lender subject to the unexpired term thereof terms of the Leases. Any letter of credit or so as to decrease, waive other instrument which Borrower or compromise Owner holds in any manner 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 applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s and Owner’s compliance with the rents payable thereunder foregoing.
(c) Borrower (i) shall cause Owner to observe and perform all of its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or materially expand the obligations of the lessor thereunder, (iv) accept prepayments of more than one month of any installments of rents permit 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 be done anything to impair the value of the Mortgaged Property or the security hereof.
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 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 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; (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 Premises Agreement without Lender’s consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to obtain the consent of Beneficiary Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender’s consent to such successor in interestproposed Lease, Lease amendment, modification or termination prior to permitting or causing Owner to submit the proposed Lease, Lease amendment, modification or termination to Mortgage Lender. Each lease Borrower shall, and shall also provide thatcause Owner to, upon request by said successor in interest, such lessee promptly send copies to Lender of all notices of material default which Owner shall execute and deliver an instrument or instruments confirming such attornmentreceive under the Leases.
Appears in 3 contracts
Sources: Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.), Loan and Security Agreement (Morgans Hotel Group Co.)
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 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 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. (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 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 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. 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. (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. 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 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 (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. (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. 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 of the rents or any part thereof from the Premises without Beneficiary's prior consentshall keep, (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, observe and will at all times promptly and faithfully perform, or cause to be kept, observed and performed, using its “reasonable” commercial business judgment, all of the material terms, covenants, conditions provisions and agreements contained in all leases of the Premises imposed upon or portions thereof assumed by Grantor under any Leases, now or hereafter existingin effect, on the including any amendments or supplements to such Leases covering any part of the lessor thereunder Mortgaged Property that is affected by the terms, covenants, provisions and agreements imposed upon or assumed by Grantor in such Leases;
(b) If Grantor shall, in any manner, fail to comply with subsection (a) above, Grantor agrees that upon the occurrence and during the continuance of an Event of Default, Beneficiary may (but shall not be obligated to) take, upon ten (10) days’ written notice to Grantor (or upon lesser notice, or without notice, if Beneficiary reasonably deems that the same is required to protect its interest in the Mortgaged Property), any action which Beneficiary shall reasonably deem necessary or desirable to keep, observe and perform or cause to be kept kept, observed or performed any such terms, covenants, provisions or agreements and performed to enter upon the Mortgaged Property and will at take all times do all things reasonably action thereon as may be necessary therefor, or to compel prevent or cure any default by Grantor in the performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If or compliance with any of Grantor’s covenants or obligations under said Leases. Beneficiary may rely on any notice of default received from any tenant unless, in connection with any such leases provide default or alleged default Grantor in good faith notifies Beneficiary of Grantor’s election to contest such default by appropriate procedures and diligently pursues such contest. Grantor shall promptly deliver to Beneficiary a copy of any notice relating to defaults received from any tenant that is a party, or the trustee, receiver or successor for or to a party, to any of said Leases. Beneficiary may expend such sums of money as are reasonable and necessary for any such purposes, and Grantor hereby agrees to pay to Beneficiary, immediately upon demand, all sums so expended by Beneficiary, together with interest thereon from the giving by the lessee of certificates with respect to the status date of such leasespayment at the Default Rate, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor and until so paid by Grantor, all sums so expended by Beneficiary and the interest thereon shall deliver copies thereof be added to Beneficiary promptly upon receipt.the Obligations secured by the lien and legal operation and effect of this Deed of Trust; and
(c) In Grantor will not, without the event prior written consent of the enforcement by Trustee Beneficiary, amend, modify, terminate or Beneficiary cancel any of the remedies provided for hereby or by law, the lessee under each Leases of any part 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 Mortgaged Property except 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 attornmentaccordance with Grantor’s customary business practices.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, 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 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 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 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 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, 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 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 Owner to, promptly send copies to Lender of all notices of material default which 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 Notwithstanding anything to the contrary herein, Mortgagor shall not (i) execute an assignment of the rents or enter into any part thereof from the Premises Lease without Beneficiary's Mortgagee’s prior written consent, (ii) except where and shall furnish to Mortgagee, upon execution, a complete and fully executed copy of each Lease. Mortgagor shall provide Mortgagee with a copy of each proposed Lease requiring the lessee is in default consent of Mortgagee and with any information requested by Mortgagee regarding the proposed Tenant thereunder, terminate or consent to the cancellation or surrender of any lease of the Premises or of any part thereof, now existing or hereafter . Mortgagee may declare each Lease to be madeprior or subordinate to this Mortgage, 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 hereofMortgagee’s option.
(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 Mortgagor shall, at its property managercost and expense, 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 perform each lease of all obligations, covenants and agreements by such lessee obligation to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect to landlord under each Lease; not borrow against, pledge or further assign any rents or other payments due thereunder; not permit the status of such leases, Grantor shall exercise its right to request such certificates within five (5) days prepayment 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 rents 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 payments due for more than one (1) month in advance; and not permit any Tenant to assign its Lease or sublet the premises covered by its Lease, except prepayments in unless required to do so by the nature terms thereof and then only if such assignment does not work to relieve the Tenant of security any liability for the performance by said lessee of its obligations thereunder.
(c) If any Tenant shall default under said lease its Lease, Mortgagor shall, in the ordinary course of business, exercise sound business judgment with respect to such default, but may not discount, compromise, forgive or (ii) any amendment waive claims or modification discharge the Tenant from its obligations under the Lease or terminate or accept a surrender of the lease made Lease without the prior written consent of Beneficiary Mortgagee.
(d) If Mortgagor fails to perform any obligations of Mortgagor under any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, Mortgagee may, but shall not be obligated to, without waiving or releasing Mortgagor from any Obligation, remedy such successor failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in interest. Each lease remedying any such failure, together with interest thereon from the date incurred at an annual rate equal to nine percent (9%) in excess of the one month LIBOR Rate (as set forth and defined in the Loan Agreement).
(e) For purposes of this Mortgage, the following terms shall also provide that, upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.have the following meanings:
Appears in 2 contracts
Sources: Construction Loan Mortgage (Cardinal Ethanol LLC), Construction Loan Mortgage (One Earth Energy LLC)
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 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 (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 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 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 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. (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 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 (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 (i) execute an assignment The Borrower shall adopt and shall cause the Bermudian Remarketing Servicer to utilize the pro forma lease in the form provided to the Borrower on the Initial Closing Date as such pro forma lease agreement or agreements may be revised for purposes of the rents ACS Bermuda Group specifically or any part thereof generally from time to time by the Premises without Beneficiary's prior consentBermudian Remarketing Servicer (the “Bermudian Remarketing Servicer’s Pro Forma Lease”) in a manner consistent with the Bermudian Remarketing Servicer’s “Standard of Care” and the Bermudian Remarketing Servicer’s “Conflicts Standard” (as each term is defined in the Bermudian Remarketing Services Agreement), (ii) except where for use by the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease Bermudian Remarketing Servicer on behalf of the Premises or Borrower, any ACS Bermuda Subsidiary as a starting point in the negotiation 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 ACS Bermuda 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 Bermudian Remarketing 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 Bermudian Remarketing Servicer in lieu of the Bermudian Remarketing Servicer’s Pro Forma Lease on behalf of the Borrower or any ACS Bermuda Subsidiary as a starting point in the negotiation of such leases provide for Future Lease with Persons who are not ACS Bermuda Group Members and provided further, however, that if the giving Board determines, in an annual review of the Bermudian Remarketing Servicer’s Pro Forma Lease on or before each anniversary of the relevant Closing Date, that any revision to the Bermudian Remarketing 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 Borrower set forth in Exhibit F to this Intercreditor Agreement (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 consistent with the provisions of the Bermudian Remarketing Servicer’s Pro Forma Lease without such revisions, then the Board shall exercise its right direct the Bermudian Remarketing Servicer not to request include such certificates within five (5) days revision in the Bermudian Remarketing 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 Bermudian Remarketing 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 revisions (ii) notify the Facility Agent and the Liquidity Facility 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, changes to the Core Lease Provisions; provided that every Lease shall contain the Core Lease Provisions and the Core Lease Provisions may not be amended without the prior written consent of Beneficiary or the Facility Agent. The Borrower shall not enter into, and shall not permit any ACS Bermuda Subsidiary to enter into, any Future Lease the Rental Payments under which are denominated in a currency other than U.S. dollars unless the Borrower receives the prior written consent of the Facility Agent; provided, that the Borrower may enter any Future Lease the Rental Payments under which are denominated in euros if (a) the sum of the Adjusted Appraised Values as of the Payment Date immediately preceding any date of determination of each ACS Group Aircraft subject to leases the Rental Payments under which are denominated in euros does not exceed 10% of the sum of the Adjusted Appraised Values as of such successor Payment Date of all ACS Group 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 Borrower’s hedging policy.
Appears in 2 contracts
Sources: Intercreditor Agreement (Aircastle LTD), Intercreditor Agreement (Aircastle LTD)
Leases. (a) Grantor will not (i) execute an assignment As of the rents date hereof, Exhibit D hereto contains a ------ --------- complete list of all leases, occupancy agreements for real property and all amendments thereto, including without limitation, assignments and subleases pursuant to which the Borrower or any part other member of the Borrower Affiliated Group leases real property, and written license agreements granted by any member of the Borrower Affiliated Group pursuant to which a third party would have the right to enter upon the leased premises (herein individually referred to, together with any other Lease entered into from time to time, as a "Real Property Lease" and collectively referred to as the "Real Property Leases"). The copies of the Real Property Leases heretofore delivered by the Borrower to the Administrative Agent are true, correct and complete copies thereof from and each of such Real Property Leases currently in effect is in full force and effect in accordance with the Premises without Beneficiary's prior consentterms thereof. Neither the tenant nor, (ii) except where to the lessee knowledge of the Borrower Affiliated Group, the landlord, under any Real Property Lease under which the Borrower is the tenant is in default thereunder, terminate under the applicable Real Property Lease or consent has given or received any notice of cancellation or termination of such Real Property Lease (other than pursuant to the cancellation expiration thereof) or surrender of any lease condemnation of the Premises leased premises, except to the extent such defaults or of any part thereofevents described in such notices, now existing individually or hereafter in the aggregate, could not reasonably be expected to be madehave a material adverse effect on the business, having an unexpired term of one condition (1) year financial or moreotherwise), providedassets, however, that any lease may be cancelled if promptly after the cancellation operations or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that prospects of the lessee whose lease was cancelledBorrower Affiliated Group taken as a whole. Each of the Real Property Leases under which the Borrower or any other member of the Borrower Affiliated Group is the tenant currently in effect is in possession of its respective premises and is open for business in accordance with the Borrower's or such member's ordinary course practices, on substantially the same terms as the terminated or cancelled lease, (iii) modify and no such tenant has assigned any such lease so as to shorten the unexpired term thereof or so as to decrease, waive or compromise of its interest in any manner the amount of the rents payable thereunder Real Property Leases under which the Borrower is the tenant, as collateral 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 otherwise 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 sublet all or a substantial any portion of the Premises premises covered by any Lease or granted any written license with respect thereto, except for actual occupancy as may be otherwise disclosed on Exhibit D hereto --------- or as is expressly permitted hereunder. To the knowledge of the Borrower Affiliated Group, all work to be performed by the lessee thereunder landlord under the Real Property Leases currently in effect has been completed and there are no claims pending or its property managerthreatened against any landlord for failure to have performed or completed any such work, and will at all times promptly and faithfully perform, or cause except to the extent any failure of such work to be performed, all individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, operations or prospects 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 Borrower Affiliated Group taken 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 attornmentwhole.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Wm Acquisition Inc)
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 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 It is known and has been known by the Buyer that the Seller has a current lease on the property with two years remaining on a five year leasehold term for the purpose of planting and harvesting certain crops. It has been discussed between the parties the issue of leasing the premise and planting crop during the term of the option. To that end the parties have hereto agreed as follows:
(i) execute an assignment Buyer agrees that if it causes damage to said crops through its activities on the Premises as set out in paragraph B or otherwise, or if the Tenant is unable to harvest its crops due to Buyer's activities on the premises, that the Buyer will be liable for those actual damages arising therefrom. The parties agree that the damages will be calculated on a per acre basis and shall not exceed the value of one hundred twenty five percent of the rents average yield per acre for that particular crop with respect to all farm numbers used by tenant in Northampton County for the crop year in which such damages occur. If the parties can't agree on the amount of acreage damaged 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 damages done per acre then an arbitrator shall be selected in accordance with laws of the lessor thereunder, (iv) accept prepayments state of more than one month of any installments of rents to become due under such leases, except prepayments in North Carolina who shall determine said damages on 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 hereofbasis as set out herein.
(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.
(cii) In the event of the enforcement by Trustee or Beneficiary of Buyer elects to extend the remedies provided for hereby or by lawoption after the first one hundred eighty day period, the lessee under each of Seller shall cause 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 termination of the lease made on the property and have executed a release of all claims the tenant may have against both the Buyer and Seller.
(iii) The Seller has informed the Buyer that should it close the sale of the property pursuant to the terms of the option and request the same that he would have all leases against the property terminated so that the Buyer would take title free and clear of all such leases. To that end, Seller shall terminate the leasehold with the Tenant and provide written notice thereof to Buyer thereof at least 72 hours prior to closing that such termination has occurred. Furthermore, Seller shall provide to Buyer a written release from Tenant for all claims it may have as against the Buyer, Seller or the property itself. Seller shall be responsible for any and all costs and damages resulting from such termination or releases. Buyer shall have the option to waive this requirement in whole or part and proceed to close.
(iv) Since it is contemplated that the property will be used for immediate industrial development by the Buyer, the Seller agrees that he will not relet the property or extend the terms of the current lease 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 attornmentthe Buyer after Buyer has given notice to exercise this option.
Appears in 1 contract
Leases. (a) Grantor will Mortgagee is authorized to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Mortgagor to be, a defense to any proceedings instituted by Mortgagee to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, or any portion thereof. Unless otherwise agreed by Mortgagee, in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Mortgage; provided, however that (i) Mortgagee agrees to execute an assignment of the rents or and deliver a Subordination, Nondisturbance and Attornment Agreement in connection with any part thereof from the Premises without Beneficiary's prior consentMaterial Space Lease, (ii) except where Mortgagee agrees, upon the lessee is request of Mortgagor, to negotiate in default thereundergood faith with respect to a Subordination, 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 Nondisturbance and Attornment Agreement in connection 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 Space Lease with respect to the status Fee Site, and (iii) from time to time Mortgagee may execute and record among the land records of the jurisdiction where this Mortgage is recorded, subordination statements with respect to such Space Leases as Mortgagee may designate, whereby the Space Leases so designated by Mortgagee shall be made superior to the lien of this Mortgage for the term set forth in such subordination statement. From and after the recordation of such leasessubordination statements, 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 for the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawrespective periods as may be set forth therein, the lessee under each of the leases of the Premise will, upon request of any person succeeding Space Leases therein referred to shall be superior to the interest lien 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 this Mortgage and shall not be bound affected by (i) any payment foreclosure hereof. All such Space Leases shall contain a provision to the effect that Mortgagor and Space Lessee recognize the right of rent or additional rent for more than one (1) month in advance, except prepayments in the nature Mortgagee to elect and to effect such subordination 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 this Mortgage and deliver an instrument or instruments confirming such attornmentconsents thereto.
Appears in 1 contract
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 of more than one month of any installments of rents to become due Mortgagor under such leases, except prepayments in the nature of security all leases and agreements 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 use of the Mortgaged Property and use reasonable efforts to enforce or secure the security hereof.
(b) Grantor will not execute any lease performance of all or a substantial portion each obligation and undertaking of the Premises except for actual occupancy by respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with 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 Mortgagor's interest in all any leases of the Premises or portions thereof now or hereafter existing, on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant's interest under said leases unless 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 unless otherwise required pursuant to the terms of the applicable lease, 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 material 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 material 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 obligation in this Mortgage contained, remedy such failure, and the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event 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 attornmentDefault hereunder.
Appears in 1 contract
Leases. (a) Grantor will As of the Closing Date, the rent rolls attached hereto as Schedule 5.25 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (b) the Leases (including Modifications thereto) are in writing, and there are no oral agreements with respect thereto; (c) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, correct and complete in all material respects and have not been Modified (ior further Modified); (d) execute an each Lease summary delivered to the Administrative Agent are true and correct in all material respects 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 material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary; (e) to the knowledge of any Loan Party, 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 any Loan Party, no material default exists under any of the Major Leases; (f) no Loan Party has any knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (g) no Loan Party has made any presently effective assignment or pledge of any of the Leases, the rents or any part thereof from interests therein except to the Premises without Beneficiary's prior consentAdministrative Agent; (h) no tenant or other party has an option or right of first refusal to purchase all or any portion of any Borrowing Base Property, except for the rights in favor of Borrower or any Credit Facility Guarantor under a Ground Lease; (iii) except where as disclosed in the lessee is in default thereunder, terminate or consent lease summaries delivered by the Borrower to the cancellation or surrender of any lease Administrative Agent, no tenant has the right to terminate its Lease prior to expiration of the Premises or of any part thereof, now existing or hereafter to be made, having an unexpired stated term of such Lease (except as a result of a casualty or condemnation); and (j) no tenant has prepaid more than one month's rent in advance (1) year or moreexcept for bona fide security deposits and estimated payments of operating expenses, 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 taxes and other pass-throughs paid by tenants pursuant 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 their Leases not prepaid more than one month of prior to the date such estimated payments are due). The foregoing is qualified by any installments of rents disclosures 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 contrary 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 the rent rolls attached hereto as Schedule 5.25 or hereafter delivered pursuant to Section 2.16 in connection with the addition of rent or additional rent for more than one (1) month in advancea Borrowing Base Property, 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 the delinquency reports referred to in the Lease Affidavits delivered as of the lease made without Closing Date or hereafter delivered pursuant to Section 2.16 in connection with the consent addition 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 attornmenta Borrowing Base Property.
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. 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 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) 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; such statement shall be accompanied by credit information with respect to the lessees and 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) As to any existing or new Lease for space in excess of 10,000 square feet, 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 without the prior written consent of Mortgagee. As to any exiting or new Lease, Mortgagor shall not 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 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.
(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 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
Appears in 1 contract
Sources: Mortgage (Glimcher Realty Trust)
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) modify, release or terminate be subject and subordinate to the Mortgage and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any guaranties of any purchaser at a foreclosure sale subject to Lender’s agreement not to disturb such lease or (vi) in any other manner impair the value Tenant’s use of the Mortgaged applicable demised premises absent an event of default by such Tenant under its applicable Lease, 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 on such other form reasonably satisfactory to Lender and Borrower, with respect to any Major Lease entered into after the security hereofClosing Date that expressly requires the delivery of a subordination, attornment and non-disturbance agreement.
(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 the 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 (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 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 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. Upon the occurrence 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 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 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.
(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: Loan Agreement (New York REIT, Inc.)
Leases. (a) Grantor will not (i) execute an assignment of the rents or any part All Leases and all renewals, modifications and amendments 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 executed after the cancellation date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or surrender thereof a new lease delayed. At any time that Lender’s consent or approval is entered into required under this Section 4.1.9 with a new lessee having a credit standing at least equivalent respect to that of any Lease, Lender’s approval shall be deemed granted if 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 hereofDeemed Approval Requirements have been satisfied with respect thereto.
(b) Grantor will not execute any lease Each of all or a substantial portion of Borrower and Operating Lessee (i) shall perform the Premises except material obligations which it is required to perform under the Leases; (ii) shall enforce, in accordance with commercially reasonable practices for actual occupancy by properties similar to the lessee thereunder or its property managerProperty, 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 it from any Tenant, and any notice of default or termination given by it 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 under Leases 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 (other than in accordance with its terms or following a material default by the Tenant in the nature terms thereof); and (viii) shall not, except with Lender’s prior consent (which approval shall not be unreasonably withheld or delayed), modify or amend any Lease (except for minor modifications and amendments entered into in the 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) Neither Borrower nor Operating Lessee shall permit or consent to any assignment or sublease of any Lease without Lender’s prior approval, which approval shall not be unreasonably withheld or delayed (other than any assignment or sublease expressly permitted under a Lease pursuant to a unilateral right of Tenant thereunder not requiring the consent of Borrower or Operating Lessee).
(d) Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable out-of-pocket 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.
(e) Within ten (10) Business Days after Lender’s request, Borrower shall furnish to Lender a statement of all tenant security for or other deposits and copies of all Leases not previously delivered to Lender, certified as being true, correct and complete.
(f) All security deposits of Tenants, if any, whether held in cash or any other form, shall be held in compliance with all applicable Legal Requirements. During the performance continuance of an Event of Default, Borrower shall, if permitted by said lessee 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 its obligations the Leases. Any bond or other instrument which Borrower or Operating Lessee is permitted to hold in lieu of cash security deposits under said lease 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 or applied in accordance with the terms of the Lease, (ii) any amendment shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted by the applicable Legal Requirements, name Lender as payee or modification of mortgagee thereunder (or, at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with the lease made without the consent of Beneficiary applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower or such successor in interest. Each lease shall also provide thatOperating Lessee shall, upon request by said successor in interestrequest, such lessee shall execute and deliver an instrument or instruments confirming such attornmentprovide Lender with evidence satisfactory to Lender of its compliance with the foregoing.
Appears in 1 contract
Leases. (a) Grantor will Section 5.11(a) of the Disclosure Schedule sets forth a true and complete list of all leases, agreements and other rights of possession or commitments to lease or otherwise possess, under which Seller or any of its Subsidiaries is the lessor, licensor or otherwise grants use or occupancy, and under which any Sellers have a leasehold interest or other contractual rights in or to any Purchased Asset, which in the case of leases for personal property provides for annual rental payments of more than $250,000 (collectively "Material Personalty Leases") and which includes all leases for Real Property and leases related to the Temple-Inland Canal Easement or the Water Easement and which is not terminable without penalty upon notice of 12 months or less, such list including, for each such Lease: (i) execute an assignment identification of the rents lease, sublease or license agreement therefor (or any part other agreement with respect to the use or occupancy thereof) and any and all amendments or modifications thereof from or side letters with respect thereto (collectively, the Premises without Beneficiary's prior consent, "Leases"); (ii) except where the lessee is in default type of property leased thereunder, terminate or consent and with respect to Leases for real property, the cancellation or surrender of any lease approximate size 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, premises leased thereunder; (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, including any extension options; (iv) accept prepayments with respect to Leases for real property, the use of more than one month of any installments of rents to become due under such leases, except prepayments in premises and the nature of security for the performance of the lessees thereunder, any improvements located thereon; and (v) modify, release or terminate any guaranties the recording information of any Leases which have been recorded in the applicable real estate records offices. With respect to any Leases for real property under which any Sellers have a leasehold interest or other contractual rights, such lease or (vi) in any other manner impair the value Person has good and valid leasehold title, free and clear of the Mortgaged Property or the security hereofall Encumbrances except for Permitted Exceptions.
(b) Grantor will not execute any lease of all or a substantial portion Except as set forth on Section 5.11(b) of the Premises except for actual occupancy by Disclosure Schedule: (i) there is no material past due payment obligation or other material default under any of the lessee thereunder Leases; (ii) no Sellers have received any notice (oral or its property manager, and will at all times promptly and faithfully performwritten) of, or cause to be performedknow of, all any act, omission or condition which constitutes a material default, or with the passage of time and/or the giving of notice would constitute a material default, under any of the covenants, conditions Leases; 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 (5iii) 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 Leases is in full force and effect, valid and enforceable against the parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting the Premise will, upon request enforcement of any person succeeding creditors' rights and subject to the interest qualification that general equitable principles may limit the availability of Grantor as a result equitable remedies, including without limitation the remedy 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 attornmentspecific performance.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment represents and warrants that Grantor shall duly and punctually perform all of the rents terms, conditions and covenants contained in the Leases to be kept, observed and performed by Grantor; that Grantor shall not sell, assign, transfer, mortgage or pledge any of the Rents and Profits, except as set forth in this Deed of Trust; and that no Rents or Profits becoming due subsequent to the date hereof have been collected, nor has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised. Grantor agrees to act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the tenants under the Leases. Grantor shall not, except with the prior written consent of Beneficiary, cancel, terminate or accept any surrender of the Leases; accept any prepayments for more than 30 days of installments of rent under any of the Leases; modify any of the terms, covenants and conditions of any of the Leases so as to reduce the terms thereof or the rental payments thereunder; enter into any new Leases of the Premises or any part thereof from or change any renewal privileges contained in any of the Premises without Beneficiary's prior consentLeases; agree in writing or otherwise to extinguish or limit any rights which it has under applicable law as a landlord against any tenant under any of the Leases. Notwithstanding the provisions of this paragraph 4(f), (ii) except where Grantor may enter into new Leases in the lessee is in default thereunder, terminate or consent to the cancellation or surrender ordinary course of any lease business for such portions 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 which are leased as of the lessee whose lease was cancelled, date hereof provided such Leases are on substantially terms and conditions that are customary and usual in leases of similar premises in 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 general vicinity 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 affected portion of the Premises except for actual occupancy by the lessee thereunder or its property managerPremises, and will at all times promptly may, in accordance with sound business practices and faithfully performfor the purpose of increasing Grantor’s revenues, or cause to be performed, all terminate (provided such termination is permitted under the terms of the covenants, conditions and agreements contained in all leases applicable lease) or modify any 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 receiptLeases.
(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: Deed of Trust, Assignment and Security Agreement (Heartland, Inc.)
Leases. The Properties (aBofA Revolver) Grantor will are not (i) execute an assignment subject to any Leases other than the Leases described in the rent rolls previously delivered to the Administrative Agent and any Leases entered into following the date of such rent rolls. To the Actual Knowledge of the rents Borrower, except as otherwise disclosed on the aforesaid rent rolls and except for discrepancies which, either individually or in the aggregate, would not have a Material Adverse Effect, such rent rolls are true, correct and complete as of the Supplement Effective Date. A Property Owner (BofA Revolver) is the owner and lessor of landlord’s interest in each Lease of a Property (BofA Revolver). No Person has any part thereof from possessory interest in any Property (BofA Revolver) or right to occupy the Premises without Beneficiary's prior consent, same except under and pursuant to the provisions of the Leases and any subleases permitted thereunder or pursuant to any easement or other similar document constituting a Permitted Encumbrance. Each Lease that relates to in excess of 20,000 square feet of net rentable area (iia “Material Lease”) except where the lessee of a Property (BofA Revolver) is in default thereunderfull force and effect and, terminate or consent to the cancellation Actual Knowledge of the Borrower, there are no material defaults under any Material Lease of a Property (BofA Revolver) by either party thereto and there are no conditions that, with the passage of time or surrender the giving of notice, or both, would constitute material defaults under any Material Lease of a Property (BofA Revolver), except to the extent the same have not resulted, or would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. No Property Owner (BofA Revolver) has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Leases of a Property (BofA Revolver) or its interest therein except, in the case of any lease of Encumbered Property, pursuant to 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 loan documents evidencing 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 loan secured 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 leasesEncumbered Property, 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 receiptas disclosed on Schedule 1.2.
(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 Promptly upon Lender’s written request, 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 which, 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 term thereof or so as to decreasenot have a Material Adverse Effect, waive or compromise in any manner the amount of the rents payable thereunder or materially expand the obligations of the lessor thereunder, and (iv) accept prepayments of more than one month of any installments of rents except for Specialty Leases, be expressly subject and subordinate to become due under such leases, except prepayments in the nature of security Mortgage and 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 thereunderProperty by any purchaser at a foreclosure sale), (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair require the value of the Mortgaged Property or the security hereofTenant to execute a mutually acceptable subordination and nondisturbance 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 managerAll new Leases that are Major, 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 five Business Days of Lender’s receipt of such request accompanied by a comprehensive term sheet and reasonably detailed financial information about the proposed Tenant (to the extent available from such Tenant), 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 BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL”, provided that if Lender has reasonably requested any additional information with respect to the Tenant (and such information is possessed by or cause 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 Business Days after Lender’s receipt of such second request, such request shall be performed, deemed approved.
(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 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 Major Lease or an assignment of the Tenant’s rights under a Major Lease, except in strict accordance with the terms of such Major Lease. Borrower shall deliver to each lease new Tenant a Tenant Notice upon execution of such Tenant’s Lease and, promptly upon request of Lender, deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof.
(d) Security deposits of Tenants under all obligationsLeases, whether held in cash or any other form, shall be held in accordance with Legal Requirements. 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. 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 unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (if not prohibited by any Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. During the continuance of any 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 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 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 thereunder. If any of such leases provide for the giving or observed 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 receiptBorrower.
(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. Borrower shall:
(a) Grantor will observe and perform all the obligations imposed upon the landlord under the Leases;
(b) not do or permit to be done anything to impair the security of Lender under this Lease Assignment or its interest as landlord under the Leases;
(c) not collect any of the Rents more than 30 days in advance of the time when the same become due;
(d) not execute, without L▇▇▇▇▇’s prior written consent: (i) execute an any other assignment of the rents landlord’s interest in the Leases, or any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate or consent any Leases (other than Permitted Leases);
(e) deliver to the cancellation or surrender Lender a true and complete copy of any lease Lease, including Permitted Leases, promptly after execution by B▇▇▇▇▇▇▇;
(f) not subordinate the Leases to any mortgage or other encumbrance or permit, consent or agree to any such subordination without L▇▇▇▇▇’s prior written consent;
(g) not alter, modify or change the terms of any of the Premises Leases (other than alterations, modifications or changes to any Permitted Lease which do not, individually or collectively, result in such Permitted Lease no longer fulfilling the criteria for Permitted Leases);
(h) not give any consent or exercise any option required or permitted by the Leases (other than options contained in the original Lease to extend the term) without Lender’s prior written consent;
(i) not agree to early termination or cancellation of any of the Leases without L▇▇▇▇▇’s prior written consent, which consent may be conditioned on, among other things, payment to Lender of any termination fee or other sums received by Borrower in connection with such termination or cancellation;
(j) not otherwise cancel or terminate any of the Leases or accept a surrender thereof or convey, transfer, suffer or permit a conveyance or transfer of, the premises demised thereby 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 interest therein so as to shorten the unexpired term thereof effect directly or so as to decreaseindirectly, waive proximately or compromise in any manner the amount remotely, a merger of the rents payable thereunder estates and rights of, or materially expand a termination or diminution of, the obligations of the lessor tenant thereunder;
(k) not alter, (iv) accept prepayments of more than one month modify or change the terms of any installments guarantee of rents to become due under such leases, except prepayments in the nature of security for the performance any of the lessees thereunder, (v) modify, release Leases or cancel or terminate any guaranties such guarantee without Lender’s prior written consent; and
(l) not consent to any assignment of any Lease (other than Permitted Leases), whether or not in accordance with its terms, without L▇▇▇▇▇’s prior written consent, unless the tenant thereunder remains liable thereafter for all obligations under such lease or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof.Lease;
(bm) Grantor will not execute any lease set up an escrow for security deposits upon request of L▇▇▇▇▇; and
(n) send 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 current leases 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 Lender within five (5) business days of after L▇▇▇▇▇’s written request at any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In time during the event life of the enforcement loan. Any exercise by Trustee or Beneficiary Lender of its discretion in connection with a request for its consent under this Paragraph 4.1 shall be based on its reasonable evaluation of the remedies provided requested matter. Lender shall respond to a request 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 its consent within 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 attornmentreasonable time.
Appears in 1 contract
Sources: Assignment of Leases and Rents (Bluerock Residential Growth 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 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 Leases that: (a) the rent roll attached hereto as Schedule I is true, correct and complete and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of such leasestime or the giving of notice, 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.
or both, would constitute defaults thereunder, (c) In the event copies of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawLeases delivered to Lender are true, the lessee under each of the leases of the Premise willcorrect and complete, upon request of any person succeeding to the interest of Grantor as a result of such enforcementand there are no oral agreements with respect thereto, automatically become the lessee of said successor in interest, without change in the terms (d) no Rent (including security or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ideposits) any payment of rent or additional rent for has been paid more than one (1) month in advanceadvance of its due date, (e) all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) other than the Hilton Allowance, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (i) Borrower has not assigned or pledged any of the Leases, the rents or any interest therein except prepayments to Lender; (j) no Tenant or other Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property; (k) no Tenant has any right or option for additional space in the nature of security for the performance by said lessee of Improvements, (l) no Tenant has assigned its obligations under said lease Lease or (ii) sublet all or any amendment or modification portion of the lease made without premises demised thereby, (m) no Tenant has the consent right to terminate its Lease prior to expiration of Beneficiary the stated term of such Lease; (n) no Hazardous Substances have been disposed, stored or such successor in interest. Each lease shall also provide thattreated by any Tenant on, upon request by said successor in interestunder or about the Property; (o) Borrower does not have any knowledge of any Tenant’s intention to use its leased premises for any activity which, such lessee shall execute directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, and deliver an instrument (p) all existing Leases are subordinate to the Security Instrument either pursuant to their terms or instruments confirming such attornmenta recorded subordination agreement.
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment of the rents Mortgagor hereby represents that there are no leases, subleases or agreements to lease all or any part of Mortgaged Property now in effect except as set forth on Exhibit "B" hereto incorporated herein by this reference and made a part hereof. Mortgagor agrees not to enter into any leases or agreements to lease all or any part of the Mortgaged Property without the prior written consent of Lender.
(b) Mortgagor hereby assigns to Lender and grants Lender a lien on and security interest in and to all present and future leases and all of Mortgagor's right to receive payments under any existing and future leases of the Mortgaged Property or any portion thereof including the rents, receipts, issues, profits and other income of any and all kinds (including deposits) received or receivable by Mortgagor due or to become due from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default thereunder, terminate sale or consent to the cancellation or surrender lease of any property, goods or materials or from the rendering of services of any nature including, without limitation the occupancy, license, rental or 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 operation of any income facility on Mortgaged Property, as further security hereof.
for the payment of the Obligations. Mortgagor grants to Lender the right to enter upon and take possession of the Mortgaged Property for the purpose of collecting the same and to let or relet the Mortgaged Property or any part thereof, and to apply the rents, issues, receipts, profits and other income of any and all kinds (bincluding deposits) Grantor will not execute or any other amounts received or receivable by Mortgagor, due or to become due from the sale or lease of all any property, goods or a substantial portion materials or from the rendering of services of any nature including, without limitation, the Premises except for actual occupancy by the lessee thereunder occupancy, license, rental or its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all lease 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 to be kept Mortgaged Property or the operation of any income facility on the Mortgaged Property, or after payment of all necessary charges and expenses, on account of the Obligations. This assignment and grant shall continue in effect until all the Obligations are paid and performed in full. Notwithstanding the foregoing, so long as no Event of Default has occurred, Mortgagor is authorized to collect and will at all times do all things reasonably necessary receive said rents, receipts, issues, profits and other income which authorization shall cease immediately upon the occurrence of the Event of Default. Mortgagor agrees to compel performance by use such rents, receipts, issues, profits and other income in payment of the lessee under each lease Obligations and in payment of all obligationstaxes, covenants assessments, sewer and agreements by such lessee to be performed thereunderwater rents, and carrying charges coming due against the Mortgaged Property. If any of such leases provide for the giving by the lessee of certificates with respect Even prior to the status occurrence of such leasesan Event of Default, 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 Mortgagor will not, without the event written consent of the enforcement by Trustee Lender, receive or Beneficiary collect rent or other amounts from any tenant of the remedies provided Mortgaged Property or any part thereof for hereby or by law, the lessee under each a period 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: Mortgage and Security Agreement (Genzyme Transgenics Corp)
Leases. (a) Grantor will not (i) execute an assignment Seller owns all interests of the rents tenant under the lease (the "Conveyed Lease") dated as of December 1, 1997 between the Seller and REGENCY FOREST, LLC with respect to the premises known as REGENCY FOREST I (the "Conveyed Leased Premises") free of Encumbrances and has not assigned such interests or any part portion thereof from or sublet all or any portion of the Premises Conveyed Leased Premises. True, correct and complete copies of the Conveyed Lease, and all amendments, modifications and supplemental agreements thereto (including without Beneficiarylimitation all subordination, non-disturbance and attornment agreements and agreements confirming the date of commencement or expiration of the term of such Conveyed Lease), have been made available to the Buyer. The Conveyed Lease is in full force and effect, is binding and enforceable against the Seller and, to the Seller's prior consentknowledge, (ii) except where the lessee lessor thereto in accordance with its terms and has not been modified or amended since the date of delivery to the Buyer. No party to the Conveyed Lease has sent written notice to the other claiming that such party is in default thereunder, terminate which remains uncured. To the Seller's knowledge, there has not occurred any event which would constitute a material breach of or consent material default by Seller in the performance of any covenant, agreement or condition contained in the Conveyed Lease, nor has there occurred any event which, with the passage of time or the giving of notice or both, would constitute such a material breach or default. The Seller is not obligated to pay any leasing or brokerage commission relating to the cancellation or surrender of any lease of the Premises or of any part thereofConveyed Lease and, 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 there are no obligations of the lessor thereunderSeller to pay any leasing or brokerage commission upon the renewal of the Conveyed Lease. No construction, (iv) accept prepayments of more than one month of any installments of rents alteration or other leasehold improvement work with respect to become due under such leasesthe Conveyed Lease remains to be paid for or to be performed. The Division Balance Sheet contains, except prepayments in and the nature of security Net Transferred Assets will provide for adequate reserves to provide for the performance restoration of the lessees thereunderproperties subject to the Conveyed Lease at the end of its term, (v) modify, release or terminate any guaranties of any such lease or (vi) in any other manner impair to the value of extent required by the Mortgaged Property or the security hereofConveyed Lease.
(b) Grantor The Seller has obtained all material consents, permits, licenses and approvals required by such governmental regulations in connection with the Conveyed Leased Premises or any improvements therein or use thereof. All such material consents, permits, licenses and approvals are in full force and effect, have been properly and validly issued, and, to the extent permitted under applicable law, on or prior to the Closing Date will not execute any lease of all be assigned to the Buyer by the Seller. There are no suits, petitions, notices or a substantial portion proceedings pending, given or, to the knowledge of the Premises except for actual occupancy Seller, threatened by any persons or Governmental Entities before any court, Governmental Entities or instrumentalities, administrative or otherwise, claiming that the lessee thereunder or its property manager, and will at all times promptly and faithfully performpremise of the Conveyed Lease violates such governmental regulations, or cause which if given, commenced or concluded would have an adverse effect on the Buyer's rights to be performed, all the Conveyed Lease or the operation of the covenantsDivision's business as presently operated. To Seller's knowledge, 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 no hazardous waste reports have been prepared with respect to the status Conveyed Lease Premises since January 1, 1997. Seller has not generated, used, released or disposed of such leaseshazardous waste in, Grantor shall exercise its right on or from the Conveyed Leased Premises and 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 Seller's knowledge 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 Conveyed Leased Premises has 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 been used for the performance by said lessee generation, use, release or disposal 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 attornmenthazardous waste.
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 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) and (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,
Appears in 1 contract
Leases. (a) Grantor will not (i) execute an assignment of Borrowers may amend or modify or permit 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 any of the lease made Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Beneficiary Default under subsections 8.1(l), (m), (n) or such successor (o) below. Borrowers shall not terminate or permit the termination of any of the Leases or the Lease Guaranties without Agent's prior written consent, which consent shall not be unreasonably withheld or delayed. If a Lease with any Tenant is restructured in interest. Each lease a manner that requires the Tenant to be replaced by a new tenant or is terminated by the Tenant or rejected in bankruptcy, then Borrowers shall also provide that, upon request by said successor in interest, such lessee shall execute identify a proposed new tenant and deliver an instrument to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the new lease provides for rent payments in each year which are at least eighty percent (80%) of the rent payments which were due from the Tenant being replaced for such year, then Agent shall not unreasonably withhold or instruments confirming delay its consent to such attornmentproposed new tenant and new lease.
Appears in 1 contract
Leases. 2.4.1 Mortgagor shall (a) Grantor will not fulfill, perform and observe each and every condition and covenant of landlord or lessor contained in each of the Leases; (b) give prompt notice to Mortgagee of any claim of default or notice of any event or condition which, with notice or passage of time or both, would constitute a default under any of the Leases, whether given by or given to Mortgagor, together with a complete copy of any notice expressing such claim; (c) at no cost or expense to Mortgagee, enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under the Leases; (d) appear in and defend any action against any one or more of Mortgagor, Mortgagee and the Premises arising out of, or in any manner connected with, any of the Leases, or the obligations or liabilities of any party thereto or any guarantor thereof; and (e) furnish to Mortgagee upon demand copies of all Leases.
2.4.2 Mortgagor shall not, without the prior written consent of Mortgagee,
(i) execute an assignment enter into new leases, except (a) Leases of telecommunications facilities or capacity thereon in the rents ordinary course of business or any part thereof from the Premises without Beneficiary's prior consent, (iib) 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 Leases for a term of less than one (1) year or more, provided, however, that any lease may be cancelled if promptly after (including renewals at the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent to that right of the lessee whose lease was cancelled, on substantially lessee) in connection with property not necessary to the same terms as the terminated or cancelled lease, operations of Mortgagor; (ii) modify any Leases; (iii) modify terminate or accept the surrender 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 the obligations of the lessor thereunder, Leases; (iv) accept prepayments waive or release any other party from the performance or observance of any obligation or condition under any Leases; (v) give any consent to any assignment or sublease by any Tenant under any of the Leases; (vi) permit the prepayment of any rents under any of the Leases for more than one month prior to the accrual thereof; or (vii) assign its interest in, to or under any Leases or the rents, issues and profits from the Leases or from the Premises to any person or entity other than Borrower or Mortgagee, except as otherwise expressly permitted by Mortgagee. Mortgagor shall take no action which will cause or permit the estate of any installments Tenant under any of rents the Leases to become due under such leases, except prepayments merge with the interest of Mortgagor in the nature of security for the performance of the lessees thereunder, (v) modify, release Premises 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 portion thereof. Mortgagor shall and does hereby authorize and direct each and every present and future Tenant of all or a substantial portion any part of the Premises except to pay all rent (and any other sums due the landlord under the Lease) to Mortgagee and to perform all other obligations of that Tenant for actual occupancy the direct benefit of Mortgagee, as if Mortgagee were the landlord under the Lease with that Tenant, immediately upon receipt of a demand by the lessee thereunder Mortgagee to make such payment or its property managerperform such obligations, and will at all times promptly and faithfully perform, it being acknowledged that no such demand by Mortgagee shall constitute or cause be deemed to be performed, all constitute any assumption by Mortgagee of any obligations of the covenantslandlord under such Lease. No Tenant shall have any responsibility to ascertain whether such demand is permitted hereunder or whether a default shall have occurred. Mortgagor hereby waives any right, conditions and agreements contained in all leases of the Premises claim or portions thereof demand it may 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 have against any such Tenant by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any reason 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 other sums or performance of obligations to or for more than one (1) month in advance, except prepayments in Mortgagee; and any such payment or performance to or for Mortgagee shall discharge the nature obligations of security such Tenant to make such payment or performance to or 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 attornmentMortgagor.
Appears in 1 contract
Sources: Mortgage and Security Agreement
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 of more than one month of any installments of rents to become due Mortgagor under such leases, except prepayments in the nature of security all leases and agreements 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 use of the Mortgaged Property and use reasonable efforts to enforce or secure the security hereof.
(b) Grantor will not execute any lease performance of all or a substantial portion each obligation and undertaking of the Premises except for actual occupancy by respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with 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 Mortgagor's interest in all any leases of the Premises or portions thereof now or hereafter existing, on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant's interest under said leases unless 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 unless otherwise required pursuant to the terms of the applicable lease, 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 telins 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 material 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 material 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 obligation in this Mortgage GP:3764046 v1 9 contained, remedy such failure, and the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event 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 attornmentDefault hereunder.
Appears in 1 contract
Leases. (a) Grantor will not With respect to the Leases, Borrower hereby agrees as follows:
(i) Subject to the obligation of Lender to execute an assignment and deliver subordination, non-disturbance and attornment agreements in accordance with Section 6.11(b), any Lease hereafter entered into shall expressly provide that it is absolutely subject and subordinate to the liens of the rents or Initial Mortgage, and that at Lender's option exercised by notice to any part thereof from the Premises without Beneficiary's prior consent, (ii) except where the lessee is in default Tenant thereunder, terminate or consent such Lease shall be made superior to the cancellation or surrender of any lease lien of the Premises or of any part thereofInitial Mortgage. Each Lease shall also provide that, 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 the Lender of the remedies provided for hereby by Law or by lawthe Initial Mortgage, the lessee under each of the leases of the Premise Tenant thereunder will, at the option and upon request of any person Person succeeding to the interest of Grantor the Borrower as a result of such enforcement, automatically become the lessee Tenant of said such successor in interest, without change in the terms or other provisions of such lease, Lease; provided, however, that said such successor in interest shall not (A) be -------- ------- liable for any default (as defined in such Lease), act or omission of Borrower as landlord under the Lease, (B) be subject to any offset not expressly provided for in the Lease which shall have accrued prior to the time at which such person succeeded to Borrower's interest, or (C) be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments (to the extent such security has been turned over to such successor in interest) prepayment in the nature of security for the performance by said lessee the Tenant 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 interestits Lease. Each lease Lease shall also provide that, upon request by said such successor in interest, such lessee Tenant shall execute and deliver an instrument or instruments confirming such attornment. Reference is hereby made to Section 291- f of the Real Property Law of the State of New York for the purpose of obtaining for Lender the benefits of such section in connection with the Initial Mortgage.
(ii) Any agreement to pay leasing commissions in respect of the Leases shall provide that the obligation to pay such commissions shall not be enforceable against any party other than the party who entered into such agreement, and that such agreement shall be subordinate to the Initial Mortgage.
(iii) Borrower agrees not to collect rent for more than one (1) month in advance, except (A) upon the execution of a new Lease by the parties thereto, provided that such advance rent in excess of one (1) month's rent is applied to the rents at the beginning of the term of such Lease; and (B) as a security deposit to be applicable either against the rent due at the end of the term of the Lease or in respect of damage to the Leased Space, or to be refunded upon the expiration of the term thereof.
(iv) Borrower shall not, without providing Lender with ten (10) days' notice:
(A) cancel, serve any notice of cancellation, terminate, or accept a surrender or suffer or permit any cancellation, termination or surrender of any Lease;
(B) modify any Lease having an unexpired term of more than two (2) years, so as to reduce the term thereof or the rent payable thereunder or to change any renewal provisions therein contained; or
(C) commence any summary proceeding or other action to recover possession of any Leased Space, other than a proceeding brought in good faith by reason of a default of any Tenant, provided that no adjudication in such proceeding that the same was brought by Borrower in bad faith shall be conclusive evidence as between Borrower and Lender that the proceeding was not brought in good faith.
(v) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, enter into any Lease other than a Lease (i) with a Tenant approved by Lender and (ii) which conforms to the Leasing Parameters. Borrower shall submit to Lender, promptly upon commencing negotiations with a prospective Tenant, the name of the Tenant and all information available to Borrower concerning the Tenant's business operations and financial condition. If Lender fails to object to such Tenant within four (4) Banking Days following receipt of such information, the Tenant shall be deemed to have been approved. With respect to Leases which do not conform to the Leasing Parameters, Borrower shall deliver a term sheet or other instrument identifying the essential economic terms of the leasing transaction, including fixed rent, escalations, term, renewal and expansion options, tenant improvement allowances or work letter and any other concessions. If the Tenant has not yet been approved, then the submission shall include the information described above reasonably necessary to obtain Lender's approval thereof. If Lender fails to object to such leasing terms, or any revisions thereof which may subsequently be submitted for approval (and, if not theretofore approved, such Tenant), within four (4) Banking Days from receipt of such documentation then the same shall be deemed to have been approved.
(vi) Borrower shall not, without Lender's prior written consent, which consent shall not be unreasonably withheld, cancel, terminate or amend any Major Lease; consent to assignment of or subletting under any Major Lease (unless such consent is required to be given by the landlord in accordance with the express terms of such Lease), or commence any summary proceeding or other action to recover possession of any space leased pursuant to a Major Lease. If Lender has not responded to Borrower's request for approval of any of the foregoing within ten (10) Banking Days following receipt thereof, Lender's prior approval shall be deemed to have been granted.
(vii) Every six (6) months during the term hereof, Borrower shall deliver to Lender its proposed Leasing Parameters for space which is, or is anticipated to become, vacant during the succeeding six (6) months. If Lender fails to approve such Leasing Parameters (which approval shall not be unreasonably withheld) within twenty (20) Banking Days from receipt thereof, then the same shall be deemed approved.
(viii) Borrower shall deliver Estoppel Certificates to Lender with respect to Leases as required by Section 6.19.
(ix) Borrower shall duly and punctually perform and observe all of the terms, covenants and conditions of all Leases required to be performed and observed by it as landlord thereunder.
(b) Within ten (10) Banking Days after receipt of Borrower's written request, Lender shall (i) execute and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit F, for each --------- Lease entered into subsequent to the date hereof pursuant to Section 6.11(a)(v) above or (ii) if the agreement is not in the form of Exhibit F, provide comments --------- with respect to the proposed form. Borrower shall pay, upon presentation of invoices therefor, Lender's actual, reasonable out-of-pocket costs incurred in connection with any such agreements. Notwithstanding the previous sentence, Borrower shall not be liable for such out-of-pocket costs if such agreement is presented to Lender and is executed in the form of Exhibit F (unmodified) and, --------- when presented to Lender, is accompanied by a letter from Borrower or Borrower's counsel certifying that such agreement is in the form of Exhibit F (unmodified). ---------
Appears in 1 contract
Sources: Loan Modification Agreement (Boston Properties Inc)
Leases. (a) Grantor will not (i) execute an assignment Each 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 and Operating Lessee 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 Leases that: (a) the rent roll attached hereto as Schedule V is true, correct and complete and the Property is not subject to any Leases other than the Operating Lease, the Leases described in Schedule V, and the tour desk license agreement at two (2) Individual Properties, (b) the Leases identified on Schedule V are in full force and effect and, to Borrower’s and Operating Lessee’s Actual Knowledge, there are no defaults thereunder by any party thereto and no conditions that, with the passage of such leasestime or the giving of notice, 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.
or both, would constitute defaults thereunder, (c) In the event copies of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawLeases identified on Schedule V delivered to Lender are true, the lessee under each of the leases of the Premise willcorrect and complete, upon request of any person succeeding to the interest of Grantor as a result of such enforcementand there are no oral agreements with respect thereto, automatically become the lessee of said successor in interest, without change in the terms (d) no Rent (including security or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (ideposits) any payment of rent or additional rent for under the Leases has been paid more than one (1) month in advanceadvance of its due date, (e) all work, if any, to be performed by the landlord under each under the Leases has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant under the Leases has already been received by such Tenant, (g) all security or other deposits (if any) are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) neither Borrower nor Operating Lessee has knowledge of any notice of termination or default with respect to any Lease, (i) neither Borrower nor Operating Lessee assigned or pledged any of the Leases, the rents or any interest therein except prepayments to Lender, (j) the Leases do not contain any option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, or 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 attornment.Improvements,
Appears in 1 contract
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 of more than one month of any installments of rents to become due Mortgagor under such leases, except prepayments in the nature of security all leases and agreements 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 use of the Mortgaged Property and use reasonable efforts to enforce or secure the security hereof.
(b) Grantor will not execute any lease performance of all or a substantial portion each obligation and undertaking of the Premises except for actual occupancy by respective tenants under such leases and shall appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with 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 ▇▇▇▇▇▇▇▇▇'s interest in all any leases of the Premises or portions thereof now or hereafter existing, on Mortgaged Property. The Mortgagor shall permit no surrender nor assignment of any tenant's interest under said leases unless 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 unless otherwise required pursuant to the terms of the applicable lease, 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 telins 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 material 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 material 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 obligation in this Mortgage GP:3764046 v1 9 contained, remedy such failure, and the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the Default Rate. All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Mortgagor from any Event 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 attornmentDefault hereunder.
Appears in 1 contract
Sources: Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Financing Statement
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 Loan 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 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 deposit 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. (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 the rents or any part thereof from the Premises without Beneficiary's prior consentarm’s-length transaction, (ii) except where be on commercially reasonable terms, (iii) as to new Leases, provide that such Lease is subordinate to the Mortgage and that the lessee is in default thereunderwill 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 the Property. All Major Leases and all renewals, terminate or consent amendments and modifications thereof (other than renewals, amendments and modifications strictly limited to the cancellation implementation of options or surrender rights expressly contained in Major Leases and for which Borrower has no discretion as to the terms of any lease such renewals, amendments and modifications) 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 the form annexed as Schedule IV to Tenants under Leases approved (as opposed to deemed approved) by Lender 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 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 or material non-monetary default by the tenant under a Major Lease) or accept a surrender of a Major Lease (other than pursuant to a right or option of a Tenant contained therein) 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 date hereof or so as to decreasethat are entered into after the date hereof in accordance with the terms and provisions of this Section 4.1.9 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, renewal, amendment, modification or termination, Lender shall not withhold its approval or consent with respect thereto on the basis of any provisions of such Lease, renewal, amendment, modification or termination 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 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 law, any 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) and (e) of this Mortgage 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 ▇▇▇▇▇ 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 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 Rent & Security Agreement (Day International Group Inc)
Leases. (a) Grantor will not During the Option Period, BRE shall (i) execute an assignment of continue its present rental program and efforts with respect to the rents or any part thereof from Property (as defined in the Premises without Beneficiary's prior consentPurchase Agreement) to rent vacant space and, (ii) except where with respect to any Contemplated Leases listed on Schedule A hereto (which Contemplated Leases are deemed consented to by Prime), enter into and execute new leases and extensions, renewals and expansions with respect to the lessee is existing tenancies ("New Leases"), either (a) in default thereunder, terminate accordance with the leasing guidelines set forth on Exhibit C hereto (the "Leasing Guidelines") or (b) upon receipt from Prime of Prime's prior written consent to same, which consent shall not be unreasonably withheld or (c) without the cancellation or surrender consent of any lease Prime, provided that, notwithstanding anything to the contrary contained herein, BRE shall act in a commercially reasonable manner and shall be responsible for all Buyer's Leasing Costs with respect to such New Lease entered into pursuant to this subsection 15(c). If a New Lease requires Prime's prior written consent pursuant to subsection 15(b) hereof, and Prime does not object within ten Business Days (as defined in the Purchase Agreement) after receipt of a copy of a term sheet containing the Premises or material terms of any part thereofsuch New Lease, now existing or hereafter the financial and credit and other information relating to be made, having an unexpired term the tenant reasonably requested by Prime and copies 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 all agreements entered into with the tenant to induce the tenant to execute a new lessee having a credit standing at least equivalent New Lease, then Prime shall be deemed to that have approved same. With respect to any amendments, terminations, modifications, surrender agreements, assignments and approvals of sublease agreements with respect to existing tenancies ("Lease Modifications"), BRE shall have the lessee whose lease was cancelledright in its sole discretion and without regard to the Leasing Guidelines, 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 execute and approve of any such lease or (vi) Lease Modification, provided that BRE shall act at all times in a commercially reasonable manner and shall not enter into any other manner impair Lease Modifications which have a material adverse affect on the value of the Mortgaged Property and further provided that such Lease Modifications are not inconsistent with BRE's past practices at the Property. For the avoidance of doubt, Prime hereby acknowledges and agrees that (x) BRE in its sole discretion shall have the right to terminate any tenancy, regardless of whether such termination is pursuant to a New Lease, a Lease Modification or otherwise if BRE determines in its sole discretion that said tenant is in default under the terms of its lease and (y) BRE has the right to enter into New Leases pursuant to and in accordance with subsection 15(c) without the consent of Prime and BRE's entry into and execution of such New Leases shall not be deemed a breach of this Option Agreement or the security hereofPurchase Agreement.
(b) Grantor will not execute any lease of all or During the Option Period, if Prime presents to BRE 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 potential tenant with respect to the status Property whose qualifications and proposed leasing terms comply with the Leasing Guidelines, including, without limitation, the credit requirements, then, provided that the negotiation and execution of said lease will not interfere with any existing obligations of BRE to any other tenant or potential tenant of the Property, BRE shall not unreasonably withhold its consent to a lease to such leases, Grantor shall exercise its right to request such certificates within five (5) days of any demand therefor by Beneficiary tenant and shall deliver copies thereof negotiate in good faith with such tenant a lease in an attempt to Beneficiary promptly reach a lease agreement based upon receiptthe terms proposed by Prime.
(c) In With respect to all New Leases entered into after the event date of this Option Agreement in accordance with the Leasing Guidelines or with the prior written consent of Prime (if required) or with a tenant introduced to BRE by Prime and all Lease Modifications entered into after the date of this Option Agreement in accordance with the terms hereof, Prime, provided that it shall acquire the Asset in accordance with the terms and provisions of the enforcement by Trustee Purchase Agreement, (i) will be responsible for all capital costs, tenant improvement costs, relocation costs, temporary leasing costs, brokerage commissions, legal, design and other professional fees, surrender fees or Beneficiary similar payments made to an existing tenant, payments made under takeover agreements and any and all other expenses incurred with respect to the New Leases and Lease Modifications and allowances granted to tenants in lieu of any of the remedies provided for hereby above ("Leasing Expenses"), (ii) shall assume the economic effect of any "free rent" or by lawother concessions pertaining to the period from and after the Closing Date relating to such New Leases and Lease Modifications ((i) and (ii) shall be collectively referred to as "Buyer's Leasing Costs") and (iii) shall further assume all takeover obligations or like agreements entered into to induce a tenant to execute a New Lease or a Lease Modification. To the extent that BRE pays any of the Buyer's Leasing Costs or Leasing Expenses during the Option Period, the lessee under each Purchase Price will be increased at Closing by the aggregate amount of such expenditures upon presentation by BRE of an invoice therefor and evidence of payment thereof. Subject to the preceding sentence which provides that BRE shall receive a credit with respect to the Purchase Price at closing for all Buyer's Leasing Costs and Leasing Expenses paid by BRE, BRE shall pay all of Buyer's Leasing Costs and Leasing Expenses that shall become due and payable prior to Closing. Prime will pay all other Buyer's Leasing Costs as and when the same are due. If, as of the leases Closing, there is a dispute with respect to whether BRE entered into any Lease Modification in compliance with the terms of Section 15(a)of this Option Agreement, the parties shall continue to be obligated to Close the sale and purchase 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 Property in interest, without change in accordance with the terms or other provisions of the Purchase Agreement, such lease, provided, however, that said successor in interest dispute shall not be bound by (i) any an objection to Closing, nor provide a basis for delaying the Closing, and Prime, in addition to its payment of rent or additional rent for more than one the Purchase Price in accordance with the terms of the Purchase Agreement, shall place in escrow with Escrow Agent (1) month in advance, except prepayments as defined in the nature Purchase Agreement), pending resolution of security the dispute, cash in an amount equal to the amount of Buyer's Leasing Costs and Leasing Expenses paid by BRE prior to Closing in connection with the Lease Modification that is the subject of the dispute. The aforementioned escrow shall be maintained by Escrow Agent in accordance with the provisions of an escrow agreement entered into between BRE and Prime, which escrow agreement shall be substantially in the form of the escrow provisions contained in the Purchase Agreement with such appropriate changes necessary or desired to reflect the purpose of the escrow and to provide for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification payment of the escrow monies to Prime if Prime establishes that BRE entered into the Lease Modification in dispute in violation of Section 15(a) hereof and otherwise, to BRE.
(d) BRE shall have the right, but not the obligation, from time to time, to amend and provide Updated Schedules to the Purchase Agreement to reflect any New Leases and Lease Modifications.
(e) Notwithstanding anything to the contrary contained in this Section 13, BRE is hereby authorized to accept the termination of any New Leases or existing leases at the end of their existing term or the termination of any New Lease or existing lease made without the consent of Beneficiary subject to a unilateral termination right exercised by any tenant under a New Lease 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 attornmentexisting lease.
Appears in 1 contract
Leases. Borrowers (a) Grantor will may not (ior permit Subsidiary Guarantors to make) execute enter into any Lease with respect to Leasing Real Property Collateral that has not been approved in writing by Agent, such approval not to be unreasonably withheld, conditioned, or delayed; (b) may not amend or modify (or permit Subsidiary Guarantors to amend or modify) any Lease with respect to Leasing Real Property Collateral unless Agent has given its prior written consent thereto, such consent not to be unreasonably withheld, conditioned, or delayed (it being understood and agreed that Agent will exercise commercially reasonable efforts to respond to any request for consent within five (5) Business Days of receipt of a request and failure of Agent to affirmatively consent or respond to any such requested amendment or modification for a period of thirty (30) days after such written request is made by such Borrower or Subsidiary Guarantor will be deemed approval on the part of Agent), provided that a Borrower or Subsidiary Guarantor may, without Agent’s consent, enter into an assignment amendment or modification of a Lease that does not result in terms that are less financially beneficial to such Borrower or Subsidiary Guarantor or that is not adverse to the interests of Agent or any Lender; (c) will deliver to Agent fully-executed copies of each Lease, and any amendment or modification of each Lease; (d) must comply (or cause the applicable Obligor to comply) in all material respects with the terms, covenants, agreements, conditions and requirements of each Lease, (e) must enforce (or cause the applicable Obligor to enforce) the material terms, covenants, agreements, conditions and requirements contained in each Lease upon the part 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 tenants thereunder to be made, having an unexpired term of one (1) year observed or moreperformed, provided, however, that Borrowers will not be obligated to cure any lease may default by any tenant nor shall Borrowers terminate or accept a surrender of a Lease without Agent’s prior written approval, such approval not to be cancelled if unreasonably withheld, conditioned, or delayed; (f) must promptly after the cancellation notify Agent when any Borrower or surrender thereof a new lease is entered into with a new lessee having a credit standing at least equivalent Subsidiary Guarantor receives notice of any material default by any Borrower or Subsidiary Guarantor as landlord under any Lease; (g) will not collect (or permit any Subsidiary Guarantor to that of the lessee whose lease was cancelled, on substantially the same terms as the terminated or cancelled lease, (iiicollect) 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 ; (h) will not execute (or permit any Subsidiary Guarantor to execute) any assignment of the landlord’s interest in the nature of security for Leases except as contemplated by the performance by said lessee of its obligations under said lease Loan Documents or pursuant to Permitted Liens; (iii) any amendment or modification of the lease made without the consent of Beneficiary or such successor in interest. Each lease shall also provide thatwill, upon request by said successor in interestAgent’s request, such lessee shall execute and deliver an instrument (and will cause the applicable Subsidiary Guarantors to execute and deliver) all further assurances, confirmations and assignments in connection with the Leases as Agent may reasonably require from time to time; and (j) will not enter (or instruments confirming such attornmentpermit any Subsidiary Guarantor to enter) into a ground lease of any portion of the Leasing Real Property Collateral, without Agent’s prior written approval.
Appears in 1 contract
Sources: Loan Agreement (Innovative Industrial Properties Inc)
Leases. (a) Grantor will not Borrower shall furnish Lender with executed 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 1 contract
Sources: Loan Agreement (Sears Holdings Corp)
Leases. (a) Grantor will not With respect to the Leases, the Lease Receivables and/or the Gross Lease Receivables, as the case may be, Borrower warrants and represents to Lender that, unless otherwise indicated in writing by Borrower: (i) execute an assignment of the rents they are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are only evidenced by one, if any, executed original instrument, agreement, contract or any part thereof from the Premises without Beneficiary's prior consent, document; (ii) except where they represent undisputed, bona fide transactions completed in accordance with the lessee is terms and provisions contained 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, documents related thereto; (iii) modify the amounts of the face value shown on any such lease so as Leases or schedules thereto or schedule of accounts or accounts receivable report delivered or provided to shorten Lender, and all invoices, statements and reports delivered or provided to Lender, with respect to any Gross Lease Receivables and/or Leases are actually and absolutely owing to Borrower and are not contingent for any reason; (iv) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (v) there are no facts, events or occurrences which in any way impair the unexpired term validity or enforcement thereof or so as tend to decrease, waive or compromise in any manner reduce the amount payable thereunder from 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 Lease Receivables and/or Leases, and on all contracts, reports, invoices and statements delivered or provided to Lender with respect thereto; (vi) to the best of Borrower's knowledge and belief, all Account Debtors, under any Gross Lease Receivables and/or Leases, (A) had the capacity to contract at the time any Lease or contract or other document giving rise to the Lease Receivable was executed, (B) are solvent, and (C) are not the subject of a bankruptcy or insolvency proceeding of any kind; (vii) the Lease Receivable, the Leased Equipment and the Leases giving rise to any such Lease Receivable are not subject to any Liens or claim or encumbrance, except those of Lender, those removed or terminated prior to the date hereof and those subordinate to Lender's security interest (unless otherwise agreed by the Lender in its sole discretion); (viii) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; (ix) to the best of Borrower's knowledge and belief, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in said party's financial condition; (x) they have not been pledged, assigned or transferred to any Person 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 than to the status of such leases, Grantor shall exercise its right to request such certificates within five Lender; (5xi) days the Leases and any guarantees or undertakings of any demand therefor by Beneficiary kind whatsoever regarding the same constitutes legal, valid and shall deliver copies thereof to Beneficiary promptly upon receipt.
(c) In binding agreements enforceable against the event of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawAccount Debtors and any guarantors in accordance with their respective terms, the lessee under each of the leases of the Premise will, upon request of any person succeeding except to the interest of Grantor as a result of extent that 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 enforcement may be bound limited 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.applicable bankruptcy,
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 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 Leases that: (a) the Property is not subject to any Leases other than (1) that certain Lease Agreement dated as of December 1, 1997 by and between Capstar Westchase Partners LP, d/b/a The Westchase Hilton and Towers and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (as amended, renewed, modified or restated), and (2) that certain Lease Agreement, dated as of February 15, 1990 by and between Westchase Holding Ltd. and ▇▇▇▇▇▇ and wife ▇▇▇▇▇▇▇ English (as amended, renewed, modified or restated), (b) such leasesLeases are in full force and effect and there are no defaults thereunder by either party, 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 copies of the enforcement by Trustee or Beneficiary of the remedies provided for hereby or by lawLeases delivered to Lender are true and complete, the lessee under each of the leases of the Premise willand there are no oral agreements with respect thereto, 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 (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, (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, (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, (g) all security deposits, if any, are being held in accordance with Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (i) Borrower has not assigned or pledged any of the lease made without Leases, the consent rents or any interests therein except to Lender, (j) no Tenant or other party has an option or right of Beneficiary first refusal or offer, to purchase all or any portion of the Property, (k) no Tenant under a Major Lease 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, upon request by said successor in interest, such lessee shall execute and deliver an instrument (1) all existing Leases other than the Leases which are included as a Permitted Encumbrance are subordinate to the Mortgage either pursuant to their terms or instruments confirming such attornmenta recorded subordination agreement.
Appears in 1 contract
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 which consent shall not be unreasonably withheld or consent delayed, execute or 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, having an unexpired term of one (1) year or more, provided, however, that any lease except for Permitted Exceptions and except is may be cancelled if promptly after otherwise expressly permitted under 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 hereofCredit Agreement.
(b) As to any Lease consented to by Beneficiary under subsection 11(a) above, Grantor will not execute any lease of 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 Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 business days after a reasonable 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) promptly 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 promptly upon receipt.a fully executed counterpart of the Lease; and
(c) In Grantor shall deliver to Beneficiary, within 10 business days after a reasonable 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 lawsuch other information as Beneficiary may reasonably 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) guage shall not impair the binding effect of such provisions on any 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 attornmentLease.
Appears in 1 contract
Sources: Deed of Trust (Ev 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 without the lessee is in default thereunderprior written consent of Beneficiary, terminate which consent shall not be unreasonably withheld or consent delayed, execute or 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, having an unexpired term of one (1) year or more, provided, however, that any lease except for Permitted Exceptions and except as may be cancelled if promptly after otherwise expressly permitted under 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 hereofCredit Agreement.
(b) As to any Lease consented to by Beneficiary under subsection 11(a) above, Grantor will not execute any lease of 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 Grantor as lessor or of the lessee of certificates thereunder;
(iv) exercise, within 5 business days after a reasonable 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) promptly 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 reasonable request, if permitted under such Lease, an assignment of the Grantor's interest under such Lease.
(c) Grantor shall deliver to Beneficiary, within 10 business days after a reasonable request by Beneficiary, a written statement, certified by Grantor as being 18 17 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 such other information as Beneficiary may reasonably 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) 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 and if provided, at such lessee's request, with a nondisturbance agreement from Beneficiary or such person, 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)-(e) of this Section and language to the effect that if any act or omission of Grantor 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 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; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to 19 18 include such language shall not impair the binding effect of such provisions on any lessee under such Lease.
Appears in 1 contract
Sources: Deed of Trust (Ev International Inc)
Leases. (a) Grantor will not (i) execute an assignment Attached hereto as Exhibit I is a full and complete list of the rents Leases and any amendments thereto or any part modifications thereof from and of all other rental or occupancy agreement entered into by Owner with respect to or affecting the Premises without Beneficiary's prior consentProperty, (ii) except where the lessee is in default thereunder, terminate or consent a full and complete copy of each Lease and any and all amendments thereto and modifications thereof have 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 leaseOperating Partnership, (iii) modify there are no brokerage fees, commission or any such lease so as to shorten other payments owed or payable by the unexpired term thereof or so as to decrease, waive or compromise in Lessor under any manner the amount of the rents payable thereunder Leases, now or materially expand in the obligations future, to any parties in connection with any of the lessor thereunderLeases, except for commissions that may become payable for future, unexercised renewals, extensions or expansions of Leases, a complete list of which is set forth on Exhibit N or Exhibit Q, the responsibility for which Operating Partnership shall assume, (iv) accept prepayments of more than one month of any installments of rents to become no rentals or other amounts 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 Leases have been paid more than one (1) month in advanceadvance (except for rent paid upon execution of Leases which have not yet commenced, as indicated on Exhibit I), (v) the transactions contemplated in this Agreement will not cause or constitute a breach or default under any of the Leases; (vi) except prepayments as set forth on Exhibit I, no security or other deposits of any type have been paid by any of the Tenants under any of the Leases; (vii) to Owner's knowledge the Leases are in full force and effect; (viii) except as set forth in Exhibit I to Owner's knowledge no tenant is delinquent in its obligation to pay rent or other charges under its Lease and no material breaches or defaults of any of the terms and provisions of any of the Leases by the Owner or the Tenant thereunder exists; (ix) except as set forth in Exhibit I or provided in the nature of security for Lease, there are no outstanding tenant improvement obligations, rent credits or lease concessions due tenants under the performance by said lessee of its obligations under said lease or Leases, and (iix) any amendment or modification none of the lease made without tenants under the consent Leases has asserted any defenses, set-offs or claims in connection with any 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 Leases;
Appears in 1 contract
Leases. (a) Grantor will not Borrower shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith. 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 have or reasonably be expected to become due under such leases, except prepayments result in the nature of security for the performance of the lessees thereundera Material Adverse Effect, (v) modifybe expressly 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 Property by any guaranties of any such lease or purchaser at a foreclosure sale and (vi) require the Tenant thereunder to execute and deliver to Borrower an estoppel certificate addressing the issues set forth in any other manner impair the value Section 9.16(b) of the Mortgaged Property or the security hereofthis Agreement (in each case, unless Lender consents to such Lease in its sole 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 managerAll new 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 five (5) Business Days of Lender’s receipt thereof, 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 TEN (10) BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event Lender fails to approve or disapprove such request within ten (10) Business Days of Lender’s receipt of such second request, such request shall be deemed approved.
(c) Borrower shall, and shall cause to be performedOperating Lessee to, (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 the lessor may terminate any Lease following a material default thereunder by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If respective Tenant; (iii) not collect any of such 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 provide for under the giving 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 lessee of certificates Tenant’s rights under a Lease, except in strict accordance with respect to the status terms of such leasesLease. Borrower shall, Grantor or shall exercise its right cause Operating Lessee to, deliver to request each new Tenant a Tenant Notice upon execution of such certificates within five (5) days Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of any demand therefor by Beneficiary and shall deliver copies thereof to Beneficiary promptly upon receiptsuch Tenant’s receipt thereof.
(cd) In the event Security deposits of the enforcement by Trustee Tenants under all Leases, whether held in cash or Beneficiary of the remedies provided for hereby or by lawany other form, 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 commingled with any other funds of Borrower or Operating Lessee and, if cash, shall be deposited by Borrower or Operating Lessee in an account at such commercial or savings bank as may be reasonably satisfactory to Lender, which account shall be pledged to Lender. Borrower shall, or shall cause Operating Lessee 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. Any bond or other instrument that Borrower or Operating Lessee is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect unless replaced by cash deposits as described above, shall be issued by an institution reasonably satisfactory to Lender, shall (iif not prohibited by any Legal Requirements) any payment of rent name Lender as payee or additional rent for more than one mortgagee thereunder (1or at Lender’s option, be fully assignable to Lender) month in advance, except prepayments in the nature of or may name Borrower or Operating Lessee as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the performance by said lessee Indebtedness and shall, in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender of its obligations under said lease Borrower’s and Operating Lessee’s compliance with the foregoing. During the continuance of any Trigger Period or (ii) any amendment or modification Event of Default, Borrower shall, upon Lender’s request, cause to be deposited with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the lease made without Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower or Operating Lessee) that Borrower and Operating Lessee had not returned to the consent applicable Tenants or applied in accordance with the terms of Beneficiary the applicable Lease.
(e) Borrower shall cause to be promptly delivered 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 or conditions thereof. Borrower shall cause each Major Lease executed after the Closing Date to which Borrower or Operating Lessee is a party to provide that any Tenant delivering any such successor in interest. Each lease notice shall also provide that, upon request by said successor in interest, send a copy of such lessee shall execute and deliver an instrument or instruments confirming such attornmentnotice directly to Lender.
Appears in 1 contract
Leases. (a) Grantor will Except as could not (i) execute an assignment reasonably be expected to have a Material Adverse Effect, each 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 Borrower and its Restricted Subsidiaries has paid all such payments required to be mademade by it in respect of leasehold Real Estate Assets, having an unexpired term of one and no landlord Lien (1other than as constituting a Permitted Lien) year or morehas been filed, providedand to Borrower’s knowledge no claim is being asserted, 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 respect 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 decreasepayments (in each case, waive or compromise in other than any manner claim the amount or validity 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 which are currently being contested in good faith by appropriate proceedings and with respect to become due under such leases, except prepayments which reserves 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 hereofconformity with GAAP have been provided on Borrower’s books).
(b) Grantor will Except as could not execute any lease of all or reasonably be expected to have a substantial portion Material Adverse Effect, to Borrower’s best knowledge, each of the Premises except for actual occupancy leases of Real Estate Assets used or occupied by the lessee thereunder Borrower or any of Subsidiaries is in full force and effect and is legal, valid, binding and enforceable in accordance with its property manager, and will at all times promptly and faithfully perform, or cause to be performed, all terms as of the covenants, conditions and agreements contained in all leases Closing Date. As of the Premises Closing Date, except as set forth on Schedule 4.26(b), there is not under any such lease any existing breach, default, event of default or portions thereof now event or hereafter existingcondition that, on with or without notice or lapse of time or both, would constitute a breach, default or an event of default by a Loan Party, or, to Borrower’s best knowledge, by any other party to such lease that, in any such case, could reasonably be expected to result in the part commencement of proceedings or actions to terminate such lease (other than any event or condition that is the lessor thereunder to be kept subject of a good faith contest by appropriate proceedings 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 receiptwhich reserves in conformity with GAAP have been provided on Borrower’s books or that would not result in a Material Adverse Effect).
(c) In the event Except as could not reasonably be expected to have a Material Adverse Effect, as of the enforcement by Trustee Closing Date, other than notices given or Beneficiary claims made in respect of the remedies matters set forth on Schedule 4.26(b), no party to any material lease has given any Loan Party notice of or made a material claim with respect to any breach or default that has not now been cured (other than with respect to any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for hereby or by lawon Borrower’s books).
(d) Except as could not reasonably be expected to have a Material Adverse Effect, the lessee under each with respect to those leases that, as of the leases Closing Date, were assigned or subleased to a Loan Party by a third party, all consents to such assignments or sublease have been obtained.
(e) Except as could not reasonably be expected to have a Material Adverse Effect, as of the Premise willClosing Date, upon request of no Real Estate Asset is subject to any person succeeding lease, sublease, license or other agreement granting to any Person other than Borrower or its Subsidiaries any right to the interest of Grantor as a result use, occupancy or enjoyment of such enforcement, automatically become the lessee of said successor in interest, without change in the terms Real Estate Asset 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 attornmentportion thereof.
Appears in 1 contract
Leases. in relation to any Lease or Agreement for Lease under which it derives its estate or interest in a Mortgaged Property:
(a) Grantor will not (i) execute an assignment of where it is the rents or any part thereof from the Premises without Beneficiary's prior consentlessee, (ii) except where observe and perform in all material respects all covenants, undertakings, stipulations and obligations on 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 under any such lease Lease where failure to do so as would, in each case, reasonably be expected 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.have a Material Adverse Effect;
(b) Grantor will not execute any lease of where it is the lessor, use all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder or its property manager, and will at reasonable endeavours to enforce in all times promptly and faithfully perform, or cause to be performed, material respects all of the covenants, conditions undertakings, stipulations and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, obligations 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 any such Lease (including any Supported Agreement to Trade) where failure to do so would, in each lease of all obligationscase, covenants and agreements by such lessee reasonably be expected to be performed thereunder. If any of such leases provide for the giving by the lessee of certificates with respect have a Material Adverse Effect; Back 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.Contents
(c) In not:
(i) waive or vary in any material respect or release any obligation under, or term of; or
(ii) exercise any option or power to break, determine or extend, in each case, any such Lease, where such action would reasonably be expected to have a Material Adverse Effect;
(d) not do or knowingly permit anything under any such Lease whereby the event of the enforcement by Trustee same may be forfeited or Beneficiary of the remedies provided for hereby irritated where such action or by law, the lessee under each of the leases of the Premise will, upon request of omission would reasonably be expected to have a Material Adverse Effect;
(e) not agree 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 rent payable under any such Lease (except in the course of a scheduled rent review carried out in accordance with the terms or other provisions of such leaseLease) where such change would reasonably be expected to have a Material Adverse Effect; and
(f) in relation to any Lease or Agreement for Lease under which a Borrower holds any Real Property, providedforthwith notify the Borrower Security Trustee of any matter or event under or by reason of which the same has or may become subject to determination or to the exercise or purported exercise of any right of re-entry or forfeiture or irritancy by the lessor and, howeverif so required by the Borrower Security Trustee, that said successor in interest shall not be bound apply for relief against forfeiture as directed 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.Borrower Security Trustee;
Appears in 1 contract
Sources: Issuer/Borrower Facility Agreement (Mitchells & Butlers PLC)