Common use of CPLV Lease and CPLV Lease Documents Clause in Contracts

CPLV Lease and CPLV Lease Documents. (a) Borrower shall not permit Mortgage Borrower to, without Administrative Agent’s prior written consent: (i) surrender, terminate or cancel the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty; (ii) sell, assign or transfer the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty, or any of its rights thereunder; (iii) reduce or consent to the reduction of the term of the CPLV Lease or any of the other CPLV Lease Documents; (iv) reduce or consent to the reduction of the amount of the rent payable to Borrower under the CPLV Lease or any of the other CPLV Lease Documents; (v) reduce or consent to the reduction of any of the liabilities or obligations of CPLV Lease Guarantor under the CPLV Lease Guaranty; or (vi) amend or modify the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty) or otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty), provided, that Mortgage Borrower shall be permitted to enter into non-material amendments or modifications to the CPLV Lease, so long as (A) no Event of Default is continuing and no Uncured CPLV Lease Event of Default is continuing, (B) all reasonable documented out-of-pocket costs and expenses incurred by Administrative Agent, including, but not limited to, its reasonable documented attorneys’ fees shall be paid by Borrower and (C) such amendment or modification of the CPLV Lease shall not (1) increase Mortgage Borrower’s obligations under the CPLV Lease or decrease CPLV Tenant’s obligations thereunder (other than in a de minimis amount), (2) diminish Mortgage Borrower’s rights under the CPLV Lease, (3) diminish or adversely affect any rights of Administrative Agent under the CPLV Lease or the Loan Documents, (4) adversely impact the value of the Collateral, the Mezzanine A Collateral, the Property or otherwise result in a Material Adverse Effect, (5) result in the CPLV Lease not constituting a “true lease” and (D) such amendment or modification is otherwise made in accordance with the terms of the CPLV Lease. Borrower shall promptly deliver to Administrative Agent, any modification to the CPLV Lease entered into in accordance with this Section 5.2.11. (b) Following the occurrence and during the continuance of an Event of Default (other than a CPLV Lease Default so long as Borrower is proceeding to cure (or causing to be cured) subject to the terms and within the time periods set forth in Section 8.3 hereof), Borrower shall not, and shall not permit Mortgage Borrower to, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the CPLV Lease or any of the other CPLV Lease Documents without the prior written consent of Administrative Agent, which consent may be granted, conditioned or withheld in Administrative Agent’s sole discretion, except in the event such Event of Default arises solely from a CPLV Lease Default in connection with the termination of the CPLV Lease in accordance with Section 8.3. (c) Borrower shall not at any time during the term of the Loan be or become an Affiliate of CPLV Tenant.

CPLV Lease and CPLV Lease Documents. (a) Borrower shall not permit Mortgage Borrower to, without Administrative Agent’s prior written consent: (i) surrender, terminate or cancel the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty; (ii) sell, assign or transfer the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty, or any of its rights thereunder; (iii) reduce or consent to the reduction of the term of the CPLV Lease or any of the other CPLV Lease Documents; (iv) reduce or consent to the reduction of the amount of the rent payable to Borrower under the CPLV Lease or any of the other CPLV Lease Documents; (v) reduce or consent to the reduction of any of the liabilities or obligations of CPLV Lease Guarantor under the CPLV Lease Guaranty; or (vi) amend or modify the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty) or otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty), provided, that Mortgage Borrower shall be permitted to enter into non-material amendments or modifications to the CPLV Lease, so long as (A) no Event of Default is continuing and no Uncured CPLV Lease Event of Default is continuing, (B) all reasonable documented out-of-pocket costs and expenses incurred by Administrative Agent, including, but not limited to, its reasonable documented attorneys’ fees shall be paid by Borrower and (C) such amendment or modification of the CPLV Lease shall not (1) increase Mortgage Borrower’s obligations under the CPLV Lease or decrease CPLV Tenant’s obligations thereunder (other than in a de minimis amount), (2) diminish Mortgage Borrower’s rights under the CPLV Lease, (3) diminish or adversely affect any rights of Administrative Agent under the CPLV Lease or the Loan Documents, (4) adversely impact the value of the Collateral, the Mezzanine A Collateral, the Property or otherwise result in a Material Adverse Effect, (5) result in the CPLV Lease not constituting a “true lease” and (D) such amendment or modification is otherwise made in accordance with the terms of the CPLV Lease. Borrower shall promptly deliver to Administrative Agent, any modification to the CPLV Lease entered into in accordance with this Section 5.2.11. (b) Following the occurrence and during the continuance of an Event of Default (other than a CPLV Lease Default so long as Borrower is proceeding to cure (or causing to be cured) subject to the terms and within the time periods set forth in Section 8.3 hereof), Borrower shall not, and shall not permit Mortgage Borrower to, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the CPLV Lease or any of the other CPLV Lease Documents without the prior written consent of Administrative Agent, which consent may be granted, conditioned or withheld in Administrative Agent’s sole discretion, except in the event such Event of Default arises solely from a CPLV Lease Default in connection with the termination of the CPLV Lease in accordance with Section 8.3. (c) Borrower shall not at any time during the term of the Loan be or become an Affiliate of CPLV Tenant.

CPLV Lease and CPLV Lease Documents. (a) Borrower shall not permit Mortgage Borrower to, without Administrative Agent’s prior written consent: (i) surrender, terminate or cancel the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty; (ii) sell, assign or transfer the CPLV Lease or any of the other CPLV Lease Documents, including the CPLV Lease Guaranty, or any of its rights thereunder; (iii) reduce or consent to the reduction of the term of the CPLV Lease or any of the other CPLV Lease Documents; (iv) reduce or consent to the reduction of the amount of the rent payable to Borrower under the CPLV Lease or any of the other CPLV Lease Documents; (v) reduce or consent to the reduction of any of the liabilities or obligations of CPLV Lease Guarantor under the CPLV Lease Guaranty; or (vi) amend or modify the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty) or otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the CPLV Lease or any of the other CPLV Lease Documents (including the CPLV Lease Guaranty), provided, that Mortgage Borrower shall be permitted to enter into non-material amendments or modifications to the CPLV Lease, so long as (A) no Event of Default is continuing and no Uncured CPLV Lease Event of Default is continuing, (B) all reasonable documented out-of-pocket costs and expenses incurred by Administrative Agent, including, but not limited to, its reasonable documented attorneys’ fees shall be paid by Borrower and (C) such amendment or modification of the CPLV Lease shall not (1) increase Mortgage Borrower’s obligations under the CPLV Lease or decrease CPLV Tenant’s obligations thereunder (other than in a de minimis amount), (2) diminish Mortgage Borrower’s rights under the CPLV Lease, (3) diminish or adversely affect any rights of Administrative Agent under the CPLV Lease or the Loan Documents, (4) adversely impact the value of the Collateral, the Mezzanine A Collateral, the Property or otherwise result in a Material Adverse Effect, (5) result in the CPLV Lease not constituting a “true lease” and (D) such amendment or modification is otherwise made in accordance with the terms of the CPLV Lease. Borrower shall promptly deliver to Administrative Agent, any modification to the CPLV Lease entered into in accordance with this Section 5.2.11. (b) Following the occurrence and during the continuance of an Event of Default (other than a CPLV Lease Default so long as Borrower is proceeding to cure (or causing to be cured) subject to the terms and within the time periods set forth in Section 8.3 hereof), Borrower shall not, and shall not permit Mortgage Borrower to, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the CPLV Lease or any of the other CPLV Lease Documents without the prior written consent of Administrative Agent, which consent may be granted, conditioned or withheld in Administrative Agent’s sole discretion, except in the event such Event of Default arises solely from a CPLV Lease Default in connection with the termination of the CPLV Lease in accordance with Section 8.3. (c) Borrower shall not at any time during the term of the Loan be or become an Affiliate of CPLV Tenant.,