Common use of Space Leases Clause in Contracts

Space Leases. Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, 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 Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary 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 Deed of Trust; provided, however that (i) Beneficiary shall at Trustor's request execute a non-disturbance and attornment agreement in connection with applicable lease transactions; and (ii) from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall be made superior to the lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents thereto.

Space Leases. Beneficiary is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Trust Estate, 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 Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof10.1. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to After the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Deed of Trust; providedAgreement, however that (i) Beneficiary Seller shall at Trustornot, without Purchaser's request execute a non-disturbance and attornment agreement prior written consent in connection with applicable lease transactions; and (ii) from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recordedeach instance, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall be made superior to the lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and which consent shall not be affected by unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial, within the applicable period specified in Section 10.2 hereof, (a) enter into a new lease for space in the Premises which is presently vacant or which may become vacant, or extend or renew any foreclosure hereof. All such now existing Space Leases shall contain a provision Lease, except pursuant to the effect that the Trustor and Space Lessee recognize the exercise by a tenant of a right or option to enter into a new lease, extend, renew or lease, or right of Beneficiary first offer or similar right contained in such tenant's existing Space Lease (a "New Lease") or (b) consent to elect an assignment or subletting as to any Space Lease as to which Seller's consent is required and for which the conditions for Seller not to effect unreasonably withhold consent have not been satisfied (the "Assignment or Subletting"). Seller shall furnish Purchaser with all information in Seller's possession or required to be delivered to Seller under the applicable Space Lease or New Lease regarding such subordination proposed New Lease or Assignment or Subletting, reasonably necessary to enable Purchaser to make informed decisions including in respect of a "New Lease" the form of "New Lease" being proposed for execution. Notwithstanding anything to the contrary contained in the previous provisions of this Deed Section, Purchaser hereby approves of Trust (a) the terms of the proposed "New Leases" set forth and consents theretodescribed in Exhibit H annexed hereto, if any, so that any such New Lease which Seller desires to enter into in accordance with the provisions of this sentence shall not require Purchaser's prior written consent as to the financial and other terms set forth and described in Exhibit H, but Purchaser's consent shall be required as to the form of the New Lease being proposed for execution prior to its execution and delivery by the tenant and Seller, in its capacity as landlord thereunder. Seller shall deliver to Purchaser a true and complete copy of each such New Lease or Assignment or Subletting, if any, promptly after the execution and delivery thereof.

Space Leases. Beneficiary is authorized to foreclose this Deed of Trust subject (a) Notwithstanding anything to the rights contrary contained herein, from the Effective Date until the Closing or earlier termination of any tenants of the Trust Estatethis Agreement, Sellers 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 Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, Group Companies shall be subordinate and inferior permitted to the lien of this Deed of Trustenter into, amend, modify, supplement or extend any Space Lease; provided, however that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) Beneficiary shall accept the termination of any Space Leases at Trustor's request execute a non-disturbance the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and attornment agreement in connection not subject to landlord consent thereunder (or permitting landlord any discretion with applicable lease transactions; and respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of said Space Leases as Beneficiary may designate in its sole discretionsuch lease transaction, whereby the Space Leases so designated by Beneficiary then Buyer shall be made superior deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statementscontrary contained herein, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and Sellers shall not be affected by exercise any foreclosure hereof. All such rights or negotiate with any tenant with respect to any purchase option under any Space Leases shall contain a provision to Lease without the effect that the Trustor and Space Lessee recognize the right prior written consent of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents theretoBuyer.

Space Leases. Beneficiary is authorized Seller shall not (i) enter into any Space Leases, (ii) amend, modify, renew, or extend any Space Lease, (iii) consent to foreclose this Deed any assignment or sublease of Trust subject a Space Lease which requires Seller’s consent, or (iv) take any other material action with respect to any Space Lease (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the rights foregoing), except with the prior written consent of any tenants of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the Trust Estateextent Seller is obligated as landlord to be reasonable under such Space Lease, and the failure in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed); provided, however, that (a) if Purchaser fails to make any such tenants parties defendant object to any such foreclosure proceedings and action by Seller within ten (10) business days (or such shorter time period in which Seller is required to foreclose their rights shall not be, nor be asserted by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent respond pursuant to the date hereof, or any part applicable Space Lease) after Seller gives Purchaser notice thereof, then Purchaser shall be subordinate deemed to have consented to such action, and inferior (b) subject to the lien of this Deed of Trust; providedSection 5.6.3, however that (i) Beneficiary shall at Trustor's request execute a non-disturbance and attornment agreement Seller may terminate any Space Lease with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with applicable lease transactions; and (ii) from time any such termination, Seller may permit the tenant to time Beneficiary may execute and record among remain in occupancy, and/or extend the land records term of the jurisdiction where this Deed lease, for a period not longer than the last date of Trust is recordedthe term of the New Seller Space Lease. Notwithstanding the foregoing, subordination statements with respect Seller makes no assurances, nor shall it be a condition to such of said Space Leases as Beneficiary may designate in its sole discretionclosing, whereby that the Space Leases so designated by Beneficiary shall will be made superior to in good standing and performing or in force and effect on the lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents theretoClosing Date.

Space Leases. Beneficiary is authorized to foreclose this Deed True and complete copies of Trust subject to the rights of any tenants of the Trust Estate, 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 Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, all Space Leases for all or any portion thereofof such Seller’s Property have been provided to the Buyer in the Data Room in the subfolders listed in Schedule S-2. Unless otherwise agreed by Beneficiary in writing, all Such Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Deed of Trust; provided, however that (i) Beneficiary shall at Trustor's request execute a non-disturbance and attornment agreement in connection with applicable lease transactions; constitute all of the leases relating to such Seller’s Property under which such Seller is the holder of the landlord’s interest, and (ii) from time have not been amended, supplemented or otherwise modified except such amendments, supplements and modification as have been provided to time Beneficiary may execute the Buyer. Except as set forth in Schedule 3.2(c)-4, such Seller has neither given nor received any written notice of any breach or default under any of such Space Leases which has not been cured and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by such Seller or the Tenant thereunder. Except for free rent periods, rental concessions and record among similar inducements set forth in the land records Space Leases of the jurisdiction where this Deed of Trust is recordedsuch Seller’s Assets and as otherwise set forth in Schedule 3.2(c)-3, subordination statements there are no outstanding tenant inducement costs with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated of such Seller’s Assets or any renewal thereof which have not been paid in full by Beneficiary shall be made superior the Sellers. Except pursuant to the lien terms of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to of such Seller’s Assets or as disclosed in an instrument properly recorded against the lien applicable Property, no party has any purchase option, right of this Deed first refusal, right of Trust and shall not be affected by any foreclosure hereof. All first offer or similar right under such Space Leases shall contain (collectively, “Space Lease Options”). Except as set forth on Schedule 3.2(c)-2, all tenant improvements and other construction work required by the terms of any such Space Lease to be performed by such Seller have been completed. To Sellers’ Knowledge, Schedule 3.2(c)-1 contains a provision true and complete list of (i) all subleases or sub-subleases affecting such Seller’s Property with respect to which such Seller has entered into a written non-disturbance agreement for the benefit of the subtenants thereunder, together with (ii) the non-disturbance agreements referred to in clause (i) of this sentence. Notwithstanding anything in this Agreement to the contrary, such Seller does not covenant, represent or warrant that any particular Space Lease will be in force or effect as of the Closing Date or that the Trustor and parties to a Space Lessee recognize Lease (with respect to Seller, subject to the right provisions of Beneficiary to elect and to effect such subordination Section 3.3(f)) will not be in default under its Space Lease as of this Deed of Trust and consents theretothe Closing Date.

Space Leases. Beneficiary (i) Subject to this Section 13 and Section 14 hereof, between the date hereof and the Closing (such period hereinafter referred to as the "Contract Period"), Seller shall keep and maintain the Improvements and the Additional Property in the manner presently maintained and operated by Seller (excepting only ordinary wear and tear and natural deterioration and any maintenance which is authorized to foreclose this Deed of Trust subject to the rights of any tenants obligation of the Trust EstateTenants to provide). Seller shall not (i) enter into any Space Leases, and or (ii) terminate any Space Lease, or (iii) amend, modify, renew, or extend any Space Lease, except in each case as provided for under such Space Lease, other than, in each case, with the failure consent of Purchaser, not to make any such tenants parties defendant be unreasonably withheld; provided, however, that (a) if Purchaser fails to object to any such foreclosure proceedings action by Seller within five (5) days after Seller gives Purchaser notice thereof, then Purchaser is deemed to have consented to such Space Lease Action, and (b) upon notice to foreclose their rights shall not bePurchaser, nor be asserted Seller may terminate any Space Lease during the Contract Period by Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale reason of the Trust EstateTenant's default thereunder (beyond the expiration of any applicable grace period) without Purchaser's prior consent. Notwithstanding the foregoing, or any portion thereof. Unless otherwise agreed by Beneficiary 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 Deed of Trust; provided, however Seller makes no assurances that (i) Beneficiary shall at Trustor's request execute a non-disturbance and attornment agreement in connection with applicable lease transactions; and (ii) from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to such of said Space Leases as Beneficiary may designate in its sole discretion, whereby the Space Leases so designated by Beneficiary shall will be made superior in force and effect on the Closing Date. Any new Space Lease, termination of a Space Lease, or amendment, modification, renewal, expansion, extension or waiver of any right to the lien of this Deed of Trust terminate any Space Lease (or any other action that results in liability for the term set forth a brokerage commission) that in such subordination statement. From any case becomes effective from and after the recordation of such subordination statements, and for the respective periods as may be set forth therein, the Space Leases therein date hereof being referred to herein as a "Space Lease Action". Seller shall be superior to promptly provide Purchaser with a copy of any written notice of default under any Space Lease given or received between the lien of this Deed of Trust date hereof and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Trustor and Space Lessee recognize the right of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents theretoClosing Date.

Space Leases. Beneficiary is authorized to foreclose this Deed of Trust subject (a) Notwithstanding anything to the rights of any tenants of the Trust Estatecontrary contained herein, 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 Trustor to be, a defense to any proceedings instituted by Beneficiary to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise agreed by Beneficiary in writing, all Space Leases executed subsequent to from the date hereofhereof until the Closing or earlier termination of this Agreement, or any part thereofSeller, the Companies and their Subsidiaries shall be subordinate and inferior permitted to the lien of this Deed of Trustenter into, amend, modify, supplement or extend any Space Lease; provided, however that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Seller shall not, and shall cause the Companies and its Subsidiaries not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”); provided further, without the prior written consent of Buyer, Seller, the Companies and their Subsidiaries are authorized to (i) Beneficiary shall accept the termination of any Space Leases at Trustor's request execute a non-disturbance the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and attornment agreement in connection not subject to landlord consent thereunder (or permitting landlord any discretion with applicable lease transactions; and respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Seller, the Companies and/or their Subsidiaries desires to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within five (5) Business Days after receipt of a notice from time to time Beneficiary may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements Seller with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of said Space Leases as Beneficiary may designate in its sole discretionsuch lease transaction, whereby the Space Leases so designated by Beneficiary then Buyer shall be made superior deemed to have approved such Major Space Lease Transaction. Upon Buyer’s request, Seller shall provide Buyer with the monthly statement of material leasing activities generated by Seller in the ordinary course of business. Notwithstanding the foregoing and anything else to the lien of this Deed of Trust for the term set forth in such subordination statement. From and after the recordation of such subordination statementscontrary contained herein, and for the respective periods as may be set forth therein, the Space Leases therein referred to shall be superior to the lien of this Deed of Trust and Seller shall not be affected by exercise any foreclosure hereof. All such rights or negotiate with any tenant with respect to any purchase option under any Space Leases shall contain a provision to Lease without the effect that the Trustor and Space Lessee recognize the right prior written consent of Beneficiary to elect and to effect such subordination of this Deed of Trust and consents theretoBuyer.