Common use of Lease Approval Rights Clause in Contracts

Lease Approval Rights. Except as specified below, Borrower shall not enter into, amend or modify any lease covering any portion of any Property without Agent's prior written consent, in Agent's reasonable discretion, and shall furnish to Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Agent approval, Borrower shall provide Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Agent in determining whether it will consent thereto. Agent may declare any future leases with key tenants at any Property to be prior or subordinate to the Deed of Trust encumbering such Property, at Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Agent unless Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Agent and Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. Notwithstanding the first sentence of this Section 5.9, with respect to Qualifying Leases (as defined below), Borrower shall not be obligated to obtain Agent's prior written consent so long as such lease (i) is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace); (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Borrower shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Agent, as to those leases and tenants requested by Agent, within thirty (30) days of Agent's request.

Lease Approval Rights. Except as specified below, Borrower shall not enter into, amend or modify any lease covering any portion of any Property the Project without Administrative Agent's prior written consent, in Administrative Agent's reasonable discretion, and shall furnish to Administrative Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Administrative Agent approval, Borrower shall provide Administrative Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. Administrative Agent may declare any future leases with key tenants at any Property the Project to be prior or subordinate to the Deed of Trust Security Instrument encumbering such Propertythe Project, at Administrative Agent's sole option, and Borrower shall SMRH:4847-1441-2233.18 -67- use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form reasonably approved by Administrative Agent (with no material changes which have not been approved by Administrative Agent in writing, provided that such lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOILOI and such lease otherwise qualifies as an Approved Lease. Notwithstanding the first sentence of this Section 5.96.29, with respect to Qualifying Leases (as defined below), Borrower shall not be obligated to obtain Administrative Agent's prior written consent so long as such lease (i) is on a lease form approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace)) and such lease otherwise qualifies as an Approved Lease; (ii) the net effective rent payable under such lease is equal to or in excess of 8590% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Borrower shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Administrative Agent, as to those leases and tenants requested by Administrative Agent, within thirty (30) days of Administrative Agent's request.

Lease Approval Rights. Except as specified below, Borrower Borrowers shall not enter into, amend or modify any lease covering any portion of any Property without Agent's prior written consent, in Agent's reasonable discretion, and shall furnish to Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Agent approval, Borrower shall provide Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Agent in determining whether it will consent thereto. Agent may declare any future leases with key tenants at any Property to be prior or subordinate to the Deed of Trust encumbering such Property, at Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Agent unless Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Agent and Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. Notwithstanding the first sentence of this Section 5.9, with respect to Qualifying Leases (as defined below), Borrower Borrowers shall not be obligated to obtain Agent's prior written consent so long as such lease (i) is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace); (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Notwithstanding anything contained in this paragraph, Borrower shall be obligated to obtain Agent's prior written consent for Qualifying Leases during any period of time in which an Event of Default has occurred and is continuing to occur. Borrowers shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Agent, as to those leases and tenants requested by Agent, within thirty (30) days of Agent's request.

Lease Approval Rights. Except as specified below, Borrower shall not enter into, renew (except pursuant to renewal rights contained in existing Major Leases), terminate or amend (other than as required by a Major Lease, e.g., confirming delivery or modify commencement dates, etc.) in any lease covering material respect any portion of any Property Major Lease after the date hereof without Agent's first obtaining the prior written consent, in Agent's reasonable discretion, and shall furnish to consent of the Administrative Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Agent approval, Borrower shall provide Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Agent in determining whether it will which consent thereto. Agent may declare any future leases with key tenants at any Property to be prior or subordinate to the Deed of Trust encumbering such Property, at Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Agent unless Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Agent and Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. Notwithstanding the first sentence of this Section 5.9, with respect to Qualifying Leases (as defined below), Borrower shall not be obligated to obtain Agent's prior written consent so long as such lease unreasonably withheld or delayed, provided that (ia) there exists no Potential Default or Event of Default and (b) the Major Lease is on a lease form approved by Agent terms and conditions (including rental rates and landlord concessions) which lease form may be modified to address customary lease modifications in the marketplace); (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents are commercially reasonable at the time the lease is executed; . Prior to entering into any Major Lease (or a renewal (except pursuant to renewal rights contained in then existing Major Leases), amendment or termination thereof), the Borrower shall deliver to the Administrative Agent the following (collectively, the "Major Lease Term Sheet Package"): (i) a final term sheet in a form reasonably acceptable to Administrative Agent (the "Major Lease Term Sheet") containing all the material terms of the proposed Major Lease, including, without limitation, the identity of the proposed tenant and (iiiii) such information with respect to the prospective tenant as shall permit the Administrative Agent to assess such proposed tenant's business, character and creditworthiness. Within fifteen (15) Business Days after the Administrative Agent shall have received a Major Lease Term Sheet Package, the Administrative Agent shall either consent or refuse to consent to such Major Lease Term Sheet. If the Administrative Agent shall refuse to consent to any proposed Major Lease Term Sheet, the Administrative Agent shall promptly forward to the Borrower in reasonable detail the reasons for such refusal. If the Administrative Agent shall fail to respond within such fifteen (15) Business Day period, Borrower may notify the Administrative Agent of such failure and if the Administrative Agent shall fail to respond within three (3) Business Days after receipt of such second notice, the Administrative Agent shall be deemed to have consented to such proposed Major Lease Term Sheet. If the Administrative Agent shall approve (or be deemed to have approved) the term Major Lease Term Sheet, Borrower shall deliver to Administrative Agent the first draft of the proposed Major Lease and all subsequent drafts of such proposed Major Lease. Within ten (10) Business Days after the Administrative Agent shall have received the final draft of the proposed Major Lease, provided such final draft is on substantially the same terms as the approved Major Lease Term Sheet, Administrative Agent shall consent to such Major Lease. All leases (regardless of whether it is a Major Lease) shall (i) be on commercially reasonable terms, (ii) provide for such lease is equal to or greater than 1-yearmarket rents (which shall be determined taking into account the applicable operating expense and real estate tax provisions, tenant work allowance, tenant expenses and free rent), and contain normal and customary subordination and attornment provisions. Borrower shall use commercially reasonable efforts to obtain SNDAs deposit all cash tenant security deposits (and estoppel statements, the cash proceeds of all non-cash security deposits) in form and substance reasonably satisfactory to Agent, as to those leases and tenants requested by Agent, within thirty the Security Deposit Account. Within ten (3010) days of after the Administrative Agent's request, Borrower shall furnish to the Administrative Agent a statement of all tenant security deposits, and copies of all leases not previously delivered to the Administrative Agent, certified by Borrower as being true and correct. In addition to the foregoing, it is understood and agreed that any future lease, lease modification or lease extension (except for lease extensions expressly permitted under or lease modifications expressly required under the terms of existing Leases) for premises consisting of 100,000 or more rentable square feet may be subject to the approval of the Majority Lenders.

Lease Approval Rights. Except as specified below, Borrower Borrowers shall not enter into, amend or modify any lease covering any portion of any Property without Agent's ’s prior written consent, in Agent's ’s reasonable discretion, and shall furnish to Agent, upon execution, a fully executed copy of each such lease entered into by any Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Agent approval, Borrower Borrowers shall provide Agent with a copy of the Letter of Intent ("“LOI"”) for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Agent in determining whether it will consent thereto. Agent may declare any future leases with key tenants at any Property to be prior or subordinate to the Deed of Trust encumbering such Property, at Agent's ’s sole option, and Borrower Borrowers shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Agent unless Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Agent and Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. Notwithstanding the first sentence of this Section 5.9, with respect to Qualifying Leases (as defined below), Borrower Borrowers shall not be obligated to obtain Agent's ’s prior written consent so long as such lease (i) is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace); (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Borrower Notwithstanding anything contained in this paragraph, Borrowers shall be obligated to obtain Agent’s prior written consent for Qualifying Leases during any period of time in which an Event of Default has occurred and is continuing to occur. Borrowers shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Agent, as to those leases and tenants requested by Agent, within thirty (30) days of Agent's ’s request.

Lease Approval Rights. Except as specified below, Borrower shall not enter into, amend or modify any lease covering any portion of any Property Project without Administrative Agent's prior written consent, in Administrative Agent's reasonable discretion, and shall furnish to Administrative Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Administrative Agent approval, Borrower shall provide Administrative Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. Administrative Agent may declare any future leases with key tenants at any Property Project to be prior or subordinate to the Deed of Trust Security Instrument encumbering such PropertyProject, at Administrative Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Administrative Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Administrative Agent and Administrative Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form reasonably approved by Administrative Agent (with no material changes which have not been approved by Administrative Agent in writing, provided that such lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOILOI and such lease otherwise qualifies as an Approved Lease. Notwithstanding the first sentence of this Section 5.96.29, with respect to Qualifying Leases (as defined below), Borrower shall not be obligated to obtain Administrative Agent's prior written consent so long as such lease (i) is on a lease form approved by Administrative Agent (which lease form may be modified to address customary lease modifications in the marketplace)) and such lease otherwise qualifies as an Approved Lease; (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Borrower shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Administrative Agent, as to those leases and tenants requested by Administrative Agent, within thirty (30) days of Administrative Agent's request.

Lease Approval Rights. Except as specified below, Borrower shall not enter into, amend or modify any lease covering any portion of any the Property without Agent's prior written consent, in Agent's reasonable discretion, and shall furnish to Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Agent approval, Borrower shall provide Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Agent in determining whether it will consent thereto. Agent may declare any future leases with key tenants at any Property to be prior or subordinate to the Deed of Trust encumbering such PropertyMortgage, at Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. A proposed LOI shall be deemed approved by Agent unless Agent disapproves such LOI in writing within five (5) Business Days after such LOI is submitted to Agent for approval. Upon approval (or deemed approval) of the LOI, no further approval will be required by Agent and Agent will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI. Notwithstanding the first sentence of this Section 5.9, with respect to Qualifying Leases (as defined below), Borrower shall not be obligated to obtain Agent's prior written consent so long as such lease (i) is on a lease form approved by Agent (which lease form may be modified to address customary lease modifications in the marketplace); (ii) the net effective rent payable under such lease is equal to or in excess of 85% of market rents at the time the lease is executed; and (iii) the term for such lease is equal to or greater than 1-year. Borrower shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Agent, as to those leases and tenants requested by Agent, within thirty (30) days of Agent's request.