Common use of Economic Discontinuance Clause in Contracts

Economic Discontinuance. (1) Within ten (10) Business Days of receipt thereof, NMLP shall cause the applicable NMLP Partnership to provide to the Agent a copy of each Rejectable Offer received by any NMLP Partnership, and concurrently with the giving thereof, and within five (5) Business Days of receipt thereof copies of any subsequent notices received with respect thereto, whether from the tenant exercising the Economic Discontinuance Rights, the applicable holder of the remainderman interest in the subject Individual Property, the applicable ground lessor, the applicable sublessee, the applicable master lessor, or any other Person. (2) No later than forty-five (45) days prior to the last day for the NMLP Partnership to reject the Rejectable Offer, NMLP shall provide to the Agent in writing the determination by NMLP as to whether it requests the approval of the acceptance or rejection of the Rejectable Offer, which notice shall include the Officer's Certificate required in accordance with Section 7.1.24(iv) or 7.1.24(v), below, with supporting detail necessary for the Agent to verify the calculations incorporated therein. (3) Except as otherwise provided for herein, in connection with the exercise by a tenant of the Economic Discontinuance Rights, NMLP shall not, and shall cause each NMLP Partnership not to grant, approve, reject or object to any requested consent or approval, including, without limitation, the acceptance or rejection of a so called "Exchange Offer", without the written approval of the Agent. (4) Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i) NMLP may accept any Rejectable Offer if (a) any required NMLP Mandatory Principal Prepayment relative thereto is to be paid to the Agent upon the consummation of the Economic Discontinuance Sale, (b) no Default or Event of Default is then occurring or will occur as a result of the consummation of the subject Economic Discontinuance Sale, (c) NMLP is in compliance with the Cash Sweep Account Test and will not fail to be in compliance therewith as a result of the consummation of the subject Economic Discontinuance Sale, and (d) NMLP submits to the Agent an Officer's Certificate reflecting a pro-forma calculation that the Borrower will be in compliance with the Financial Covenants and the Cash Sweep Account Test after the consummation of the subject Economic Discontinuance Sale, or (ii)NMLP shall accept the Rejectable Offer if approved in writing by the Agent; (5) Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i)NMLP may reject any Rejectable Offer if (a) NMLP is in compliance with the Rejection Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, (b) no Default or Event of Default is then occurring or will occur as a result of the consequences of the rejection of the Rejectable Offer, (c) NMLP is in compliance with the Cash Sweep Account Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, and (d) NMLP submits to the Agent an Officer's Certificate reflecting a pro-forma calculation that NMLP will be in compliance with the Financial Covenants, the Cash Sweep Account Test, and the Rejection Test after giving effect to the financial consequences of the rejection of the Rejectable Offer or (ii) NMLP shall reject the Rejectable Offer if approved in writing by the Agent; (6) As used herein, the "Rejection Test" shall mean that the aggregate outstanding Mortgage Debt on all ED Properties (assuming for purposes of this calculation, that the subject Rejectable Offer is rejected and included therein) shall be less than the XX Xxxx Flow. The Term "XX Xxxx Flow" shall mean the projected Free Cash Flow for the succeeding twelve (12) month period, excluding (a) all cash flow from all ED Properties, and (b) all cash flow from any Individual Property after the date on which the existing term of the lease for such Individual Property expires, unless an applicable extension option shall have been exercised.

Economic Discontinuance. (1) 7.23.1 Within ten (10) Business Days of receipt thereof, NMLP the Borrower shall cause the applicable NMLP Partnership Property Owner to provide to the Agent a copy of each Rejectable Offer received by any NMLP PartnershipProperty Owner, and concurrently with the giving thereof, and within five (5) Business Days of receipt thereof copies of any subsequent notices received with respect thereto, whether from the tenant exercising the Economic Discontinuance Rights, the applicable holder of the remainderman interest in the subject Individual Property, the applicable ground lessor, the applicable sublessee, the applicable master lessor, or any other Person. (2) 7.23.2 No later than forty-five (45) days prior to the last day for the NMLP Partnership Property Owner to reject the Rejectable Offer, NMLP the Borrower shall provide to the Agent in writing the determination by NMLP the Borrower as to whether it requests the approval of the acceptance or rejection of the Rejectable Offer, which notice shall include the Officer's ’s Certificate required in accordance with Section 7.1.24(iv) subsection 7.23.4 or 7.1.24(v)7.23.5, below, with supporting detail necessary for the Agent to verify the calculations incorporated therein. (3) 7.23.3 Except as otherwise provided for herein, in connection with the exercise by a tenant of the Economic Discontinuance Rights, NMLP the Borrower shall not, and shall cause each NMLP Partnership Property Owner not to grant, approve, reject or object to any requested consent or approval, including, without limitation, the acceptance or rejection of a so called "“Exchange Offer"”, without the written approval of the Agent. (4) 7.23.4 Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i) NMLP the Borrower may accept any Rejectable Offer if (a) any required NMLP Mandatory Principal Prepayment relative thereto is to be paid to the Agent upon the consummation of the Economic Discontinuance Sale, (b) no Default or Event of Default is then occurring or will occur as a result of the consummation of the subject Economic Discontinuance Sale, (c) NMLP the Borrower is in compliance with the Cash Sweep Account Test Financial Covenants and will not fail to be in compliance therewith as a result of the consummation of the subject Economic Discontinuance Sale, and (d) NMLP the Borrower submits to the Agent an Officer's ’s Certificate reflecting a pro-forma calculation that the Borrower will be in compliance with the Financial Covenants and the Cash Sweep Account Test after the consummation of the subject Economic Discontinuance Sale, or (ii)NMLP ii)the Borrower shall accept the Rejectable Offer if approved in writing by the Agent; (5) 7.23.5 Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i)NMLP i) the Borrower may reject any Rejectable Offer if (a) NMLP the Borrower is in compliance with the Rejection Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, (b) no Default or Event of Default is then occurring or will occur as a result of the consequences of the rejection of the Rejectable Offer, (c) NMLP is in compliance with the Cash Sweep Account Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, and (d) NMLP Borrower submits to the Agent an Officer's ’s Certificate reflecting a pro-forma calculation that NMLP the Borrower will be in compliance with the Financial Covenants, the Cash Sweep Account Test, and the Rejection Test after giving effect to the financial consequences of the rejection of the Rejectable Offer or (ii) NMLP the Borrower shall reject the Rejectable Offer if approved in writing by the Agent; (6) 7.23.6 As used herein, the "“Rejection Test" ” shall mean that the aggregate outstanding Mortgage Debt on all ED Properties (assuming for purposes of this calculation, that the subject Rejectable Offer is rejected and included therein) shall be less than the XX Xxxx Flow. The Term "“XX Xxxx Flow" ” shall mean the projected Free Cash Flow for the succeeding twelve (12) month period, excluding (a) all cash flow from all ED Properties, and (b) all cash flow from any Individual Property after the date on which the existing term of the lease for such Individual Property expires, unless an applicable extension option shall have been exercised.

Economic Discontinuance. (1a) Within ten (10) Business Days of receipt thereof, NMLP shall cause the applicable NMLP Partnership to provide to the Administrative Agent a copy of each Rejectable Offer received by any NMLP Partnership, and concurrently with the giving thereof, and within five (5) Business Days of receipt thereof thereof, copies of any subsequent notices received with respect thereto, whether from the tenant exercising the Economic Discontinuance Rights, the applicable holder of the remainderman interest in the subject Individual Property, the applicable ground lessor, the applicable sublessee, the applicable master lessor, or any other Person. (2b) No later than forty-five (45) days prior to the last day for the NMLP Partnership to reject the Rejectable Offer, NMLP shall provide to the Administrative Agent in writing the determination by NMLP as to whether it requests the approval of the acceptance or rejection of the Rejectable Offer, which notice shall include the Officer's ’s Certificate required in accordance with Section 7.1.24(iv(d) or 7.1.24(v(e), below, with supporting detail necessary for the Administrative Agent to verify the calculations incorporated therein. (3c) Except as otherwise provided for herein, in connection with the exercise by a tenant of the Economic Discontinuance Rights, NMLP shall not, and shall cause each NMLP Partnership not to grant, approve, reject or object to any requested consent or approval, including, without limitation, the acceptance or rejection of a so called "“Exchange Offer"”, without the written approval of the Administrative Agent. (4d) Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i) NMLP may accept any Rejectable Offer if (a) any required NMLP Mandatory Principal Prepayment relative thereto is to be paid to the Administrative Agent upon the consummation of the Economic Discontinuance Sale, (b) no Default or Event of Default is then occurring or will occur as a result of the consummation of the subject Economic Discontinuance Sale, (c) NMLP is in compliance with the Cash Sweep Account Test Financial Covenants and will not fail to be in compliance therewith as a result of the consummation of the subject Economic Discontinuance Sale, and (d) NMLP submits to the Administrative Agent an Officer's ’s Certificate reflecting a pro-forma calculation that the Borrower will be in compliance with the Financial Covenants and the Cash Sweep Account Test after the consummation of the subject Economic Discontinuance Sale, or (ii)NMLP ii) NMLP shall accept the Rejectable Offer if approved in writing by the Administrative Agent;. (5e) Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i)NMLP i) NMLP may reject any Rejectable Offer if (a) NMLP is in compliance with the Rejection Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, (b) no Default or Event of Default is then occurring or will occur as a result of the consequences of the rejection of the Rejectable Offer, (c) NMLP is in compliance with the Cash Sweep Account Test Financial Covenants and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, and (d) NMLP submits to the Administrative Agent an Officer's ’s Certificate reflecting a pro-forma calculation that NMLP will be in compliance with the Financial Covenants, the Cash Sweep Account Test, and the Rejection Test after giving effect to the financial consequences of the rejection of the Rejectable Offer or (ii) NMLP shall reject the Rejectable Offer if approved in writing by the Administrative Agent;. (6f) As used herein, the "“Rejection Test" ” shall mean that the aggregate outstanding Mortgage Debt on all ED Properties (assuming for purposes of this calculation, that the subject Rejectable Offer is rejected and included therein) shall be less than the XX Xxxx Flow. The Term "“XX Xxxx Flow" ” shall mean the projected Free Cash Flow for the succeeding twelve (12) month period, excluding (a) all cash flow from all ED Properties, and (b) all cash flow from any Individual Property after the date on which the existing term of the lease for such Individual Property expires, unless an applicable extension option shall have been exercised.

Economic Discontinuance. (1) 7.28.1 Within ten (10) Business Days of receipt thereof, NMLP the Borrower shall cause the applicable NMLP Participating Limited Partnership to provide to the Agent a copy of each Rejectable Offer received by any NMLP Participating Limited Partnership, and concurrently with the giving thereof, and within five (5) Business Days of receipt thereof copies of any subsequent notices received with respect thereto, whether from the tenant exercising the Economic Discontinuance Rights, the applicable holder of the remainderman interest in the subject Individual Property, the applicable ground lessor, the applicable sublessee, the applicable master lessor, or any other Person. (2) 7.28.2 No later than forty-five (45) days prior to the last day for the NMLP Participating Limited Partnership to reject the Rejectable Offer, NMLP the Borrower shall provide to the Agent in writing the determination by NMLP the Borrower as to whether it requests the approval of the acceptance or rejection of the Rejectable Offer, which notice shall include the Officer's Certificate required in accordance with Section 7.1.24(iv) 7.28.4 or 7.1.24(v)7.28.5, below, with supporting detail necessary for the Agent to verify the calculations incorporated therein. (3) 7.28.3 Except as otherwise provided for herein, in connection with the exercise by a tenant of the Economic Discontinuance Rights, NMLP the Borrower shall not, and shall cause each NMLP Participating Limited Partnership not to grant, approve, reject or object to any requested consent or approval, including, without limitation, the acceptance or rejection of a so called "Exchange Offer", without the written approval of the Agent. (4) 7.28.4 Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i) NMLP the Borrower may accept any Rejectable Offer if (a) any required NMLP Mandatory Principal Prepayment relative thereto is to be paid to the Agent upon the consummation of the Economic Discontinuance Sale, (b) no Default or Event of Default is then occurring or will occur as a result of the consummation of the subject Economic Discontinuance Sale, (c) NMLP the Borrower is in compliance with the Cash Sweep Account Test and will not fail to be in compliance therewith as a result of the consummation of the subject Economic Discontinuance Sale, and (d) NMLP the Borrower submits to the Agent an Officer's Certificate reflecting a pro-forma calculation that the Borrower will be in compliance with the Financial Covenants and the Cash Sweep Account Test after the consummation of the subject Economic Discontinuance Sale, or (ii)NMLP ii) the Borrower shall accept the Rejectable Offer if approved in writing by the Agent; (5) 7.28.5 Subject to the compliance with any applicable terms relating to the Mortgage Debt and, if applicable, the Ownership Interest Agreement, (i)NMLP i) the Borrower may reject any Rejectable Offer if (a) NMLP the Borrower is in compliance with the Rejection Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, (b) no Default or Event of Default is then occurring or will occur as a result of the consequences of the rejection of the Rejectable Offer, (c) NMLP the Borrower is in compliance with the Cash Sweep Account Test and will not fail to be in compliance therewith as a result of the consequences of the rejection of the Rejectable Offer, and (d) NMLP the Borrower submits to the Agent an Officer's Certificate reflecting a pro-forma calculation that NMLP the Borrower will be in compliance with the Financial Covenants, the Cash Sweep Account Test, and the Rejection Test after giving effect to the financial consequences of the rejection of the Rejectable Offer or (ii) NMLP the Borrower shall reject the Rejectable Offer if approved in writing by the Agent; (6) 7.28.6 As used herein, the "Rejection Test" shall mean that the aggregate outstanding Mortgage Debt on all ED Properties (assuming for purposes of this calculation, that the subject Rejectable Offer is rejected and included therein) shall be less than the XX Xxxx ED Cash Flow. The Term "XX Xxxx ED Cash Flow" shall mean the projected Free Cash Xxxx Xxsh Flow for the succeeding sxxxxxxxng twelve (12) month period, excluding (a) all cash flow from all ED Properties, and (b) all cash flow from any Individual Property after the date on which the existing term of the lease for such Individual Property expires, unless an applicable extension option shall have been exercised.