Ground Lease Reserved.
Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
Real Property Lease Except as set forth in Disclosure Schedule 1.1.(b), Seller has no leases of real property used or held for use in connection with the Business or the Purchased Assets.
Space Leases (i) Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant with the name, title and telephone number of the contact person of such tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; all additional rent and pass-through obligations; and the security deposit held thereunder and the location of such deposit.
Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
Sublease Rent Limitation Anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental to be paid by the sublessee thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee, or (b) any other formula such that any portion of the Rent would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.
Operating Lease The parties hereto intend that this Lease shall be deemed for all purposes to be an operating lease and not a capital lease.
Tenant Leases As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).
New Lease The Ground Lease requires the ground lessor to enter into a new lease with Lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
Initial Lease Term The terms and provisions of this Lease shall be effective as of the date of this Lease except for the provisions of this Lease relating to the payment of Rent. The term of this Lease (the “Lease Term”) shall be as set forth in Section 3.1 of the Summary, shall commence on the date (the “Lease Commencement Date”) that is the earlier to occur of (i) the date Tenant commences to conduct business in any portion of the Premises, and (ii) the of “Substantial Completion”, as that term is defined in this Article 2, of the Premises by Landlord, and shall terminate on the date determined in accordance with Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, “Substantial Completion” of the Premises shall occur upon the completion of construction, as reasonably determined by Landlord, of the “Tenant Improvements,” as that term is defined in the Tenant Work Letter, in the Premises pursuant to the plans and drawings which are prepared and approved pursuant to the terms of the Tenant Work Letter and the issuance of a temporary certificate of occupancy or legal equivalent, with the exception of any Punchlist Items (as defined below) and any Tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor (as defined in Section 3 of the Tenant Work Letter). “Punchlist Items” shall mean only commercially reasonable punchlist items, the non-completion of which does not prevent the issuance of a temporary certificate of occupancy or legal equivalent or unreasonably interfere with Tenant’s use or occupancy of the Premises, and which punchlist items shall be corrected promptly by Landlord (within thirty (30) days following Landlord’s receipt of written notice thereof from Tenant) without unreasonable interference with Tenant’s use of or access to or from the Premises. It is anticipated that the Lease Commencement Date will occur within sixteen (16) weeks after mutual execution of this Lease (such date, the “Target Commencement Date”), but this Lease shall not be void, voidable or subject to termination, nor shall Landlord be liable to Tenant for any loss or damage, resulting from Landlord’s inability to deliver the Premises to Tenant by any particular date, except as hereinafter provided. Notwithstanding anything to the contrary in this Lease, if the Lease Commencement Date does not occur within 60 days after the Target Commencement Date, other than due to Tenant Delay (as defined in the Tenant Work Letter) or Force Majeure, then Tenant, at its option, may terminate this Lease by written notice to Landlord given at any time after the expiration of such 60-day period but before the Lease Commencement Date actually occurs. In the event of such termination by Tenant, the first month’s Base Rent, Tenant’s Share of Direct Expenses paid by Tenant and the Security Deposit shall be fully refunded to Tenant (subject to Landlord’s right to draw upon such Security Deposit as provided in Article 21 below) and neither party shall have any further obligations hereunder. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit “C”, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall (absent manifest error) execute and return to Landlord within five (5) business days of receipt thereof.
