Common use of Lease Approval Clause in Contracts

Lease Approval. (a) Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, permit any Mortgagor to enter into or consent to any Major Lease unless approved by Administrative Agent prior to execution (such approval not to be unreasonably withheld or delayed). The applicable Mortgagor shall provide to Administrative Agent a correct and complete copy of each Major Lease, including any exhibits, and any Guarantees thereof, prior to execution. The Administrative Agent shall act on requests from Borrower for any approval under Section 8.11 in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request within ten (10) Business Days following Administrative Agent’s receipt thereof. Administrative Agent’s response may consist of an approval or disapproval of the request, or a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of requests for such approvals, the Borrower agrees to provide Administrative Agent with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval. If the request for approval contains printed in capital letters or boldface type, a legend substantially to the following effect: then in the event that the Administrative Agent does not approve, reject or request additional information regarding any such request for consent or acceptance within the later to occur of (a) ten (10) Business Days of the receipt by the Administrative Agent of such request and (a) ten (10) Business Days of the receipt by the Administrative Agent of all material information reasonably requested by the Administrative Agent during the ten (10) Business Day period following receipt of the request, the Administrative Agent shall be deemed to have approved or consented to the action requested in the request. Administrative Agent shall be provided, within ten (10) Business Days following execution thereof with a full and complete copy of the Lease. (b) Administrative Agent shall have the right to require each tenant under a Major Lease to execute and deliver an SNDA in form, content and manner of execution reasonably acceptable to Administrative Agent and, from time to time, an estoppel certificate in form and manner of execution reasonably acceptable to Administrative Agent. Upon the Borrower’s request, Administrative Agent shall execute an SNDA with each tenant under any Lease upon: (i) satisfaction of all landlord obligations under the applicable Lease such that the tenant has taken full possession of the leased premises and is obligated to pay rent, and (ii) receipt by Administrative Agent of a satisfactory estoppel certificate confirming the full performance of landlord obligations to date including, but not limited to, landlord obligations relating to the construction of tenant improvements, and the absence of any fact or circumstance which constitutes, or with the passage of time or giving of notice, or both, would constitute, a default under such Lease.

Lease Approval. (a) Each of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, permit any Mortgagor to enter into or consent to any Major Lease unless approved by Administrative Agent prior to execution (such approval not to be unreasonably withheld or delayed). The applicable Mortgagor shall provide to Administrative Agent a correct and complete copy of each Major Lease, including any exhibits, and any Guarantees thereof, prior to execution. The Administrative Agent shall act on requests from Borrower for any approval under Section 8.11 in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request within ten seven (107) Business Days following Administrative Agent’s receipt thereof. Administrative Agent’s response may consist of an approval or disapproval of the request, or a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of requests for such approvals, the Borrower agrees to provide Administrative Agent with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval. If the request for approval contains printed in capital letters or boldface type, a legend substantially to the following effect: then in the event that the Administrative Agent does not approve, reject or request additional information regarding any such request for consent or acceptance within the later to occur of (a) ten seven (107) Business Days of the receipt by the Administrative Agent of such request and (a) ten seven (107) Business Days of the receipt by the Administrative Agent of all material information reasonably requested by the Administrative Agent during the ten seven (107) Business Day period following receipt of the request, the Administrative Agent shall be deemed to have approved or consented to the action requested in the request. Administrative Agent shall be provided, within ten seven (107) Business Days following execution thereof with a full and complete copy of the Lease. (b) Administrative Agent shall have the right to require each tenant under a Major Lease to execute and deliver an SNDA in form, content and manner of execution reasonably acceptable to Administrative Agent and, from time to time, an estoppel certificate in form and manner of execution reasonably acceptable to Administrative Agent. Upon the Borrower’s request, Administrative Agent shall execute an SNDA with each tenant under any Lease upon: (i) satisfaction of all landlord obligations under the applicable Lease such that the tenant has taken full possession of the leased premises and is obligated to pay rent, and (ii) receipt by Administrative Agent of a satisfactory estoppel certificate confirming the full performance of landlord obligations to date including, but not limited to, landlord obligations relating to the construction of tenant improvements, and the absence of any fact or circumstance which constitutes, or with the passage of time or giving of notice, or both, would constitute, a default under such Lease.

Lease Approval. After the expiration of the Due Diligence Period, Seller shall not (ai) Each amend any Leases of Parent any portion of the Land and Borrower Improvements, (ii) cancel any of such Leases, or (iii) execute any new Leases without the prior written consent of Purchaser (which consent shall not, nor not be unreasonably withheld). It shall it permit any other Loan Party to, directly or indirectly, permit any Mortgagor not be deemed reasonable for Purchaser to enter into or withhold consent to any Major of the foregoing actions, to the extent any amendment or cancellation of a Lease unless approved by Administrative Agent prior is on commercially reasonable terms, or any new lease provides for payment of rent at the market rate in the general vicinity of the Property. After the Effective Date, Seller shall submit to execution Purchaser a proposal (such approval not to be unreasonably withheld "Proposals") describing the economic terms of any proposed lease or delayed)amendment, or cancellation of an existing Lease, along with any financial information on the tenant in Seller's possession. The applicable Mortgagor Purchaser shall provide to Administrative Agent a correct and complete copy its written approval or disapproval of each Major Lease, including any exhibits, and any Guarantees thereof, prior to execution. The Administrative Agent shall act on requests from Borrower for any approval under Section 8.11 in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request Proposal within ten (10) Business Days following Administrative Agent’s days after receipt thereofof any Proposal delivered after the expiration of the Due Diligence Period. Administrative Agent’s response may consist If Purchaser fails to provide written notice of an its approval or disapproval of the request, or a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of requests for within such approvals, the Borrower agrees to provide Administrative Agent with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval. If the request for approval contains printed in capital letters or boldface type, a legend substantially to the following effect: then in the event that the Administrative Agent does not approve, reject or request additional information regarding any such request for consent or acceptance within the later to occur of (a) ten (10) Business Days of the receipt by the Administrative Agent of such request and (a) ten (10) Business Days of the receipt by the Administrative Agent of all material information reasonably requested by the Administrative Agent during the ten (10) Business Day period following receipt of the requestday period, the Administrative Agent Purchaser shall be deemed to have approved such Proposal. In the event Purchaser disapproves any Proposal, Purchaser's notice of disapproval shall include the reasons for such disapproval. In the event Purchaser approves or consented is deemed to the action requested in the request. Administrative Agent have approved any such Proposal, Purchaser shall be provided, within ten (10) Business Days following execution thereof solely responsible for all tenant improvement costs and leasing commissions payable with a full and complete copy of the Lease. (b) Administrative Agent respect to such Proposal. Seller shall have the right to require each tenant under execute the lease document evidencing a Major Lease to execute and deliver an SNDA in form, content and manner of execution reasonably acceptable to Administrative Agent and, from time to time, an estoppel certificate in Proposal approved or deemed approved by Purchaser provided the Seller's standard lease form and manner of execution reasonably acceptable to Administrative Agent. Upon the Borrower’s request, Administrative Agent shall execute an SNDA with each tenant under any Lease upon: (i) satisfaction of all landlord obligations under the applicable Lease such that the tenant has taken full possession of the leased premises and is obligated to pay rent, and (ii) receipt by Administrative Agent of a satisfactory estoppel certificate confirming the full performance of landlord obligations to date including, but not limited to, landlord obligations relating to the construction of tenant improvements, and the absence of any fact or circumstance which constitutesutilized without material modifications, or with such material modification as shall be identified in any Proposal. If Purchaser unreasonably disapproves any Proposal submitted to Purchaser after the passage expiration of time or giving the Due Diligence Period, Purchaser shall pay Seller at Closing all rent and additional rent that would otherwise have been payable to Seller through the Closing Date pursuant to each disapproved Proposal, net of notice, or both, would constitute, a default under such Leaseall brokerage commissions and reasonable tenant improvement costs associated therewith.

Lease Approval. (a) Each of Parent and Borrower No Loan Party shall not, nor shall it permit any other Loan Party to, directly or indirectly, permit any Mortgagor Operating Lessee to enter into any tenant Lease of space in the Improvements unless approved or consent to any Major Lease unless deemed approved by Administrative Agent prior to execution execution. Such Person’s standard form of tenant Lease, and any revisions thereto, must have the prior written approval of Administrative Agent. Administrative Agent shall be “deemed” to have approved any tenant Lease that: (a) is on the standard form Lease approved by Administrative Agent, with no deviations except as approved by Administrative Agent; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and an Operating Lessee, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease; (c) is received by Administrative Agent (together with each guarantee thereof (if any) and financial information regarding the tenant and each guarantor (if any) received by such approval Operating Lessee) within fifteen (15) days after execution; (d) reflects an arms-length transaction at then current market rate for comparable space; (e) contains no right to purchase the Borrowing Base Property, or any present or future interest therein; (f) does not cover in excess of five thousand (5,000) square feet of the net rentable area of the Improvements; (g) is expressly subordinate to be unreasonably withheld or delayed)the applicable Mortgage, and (h) is for a term (excluding renewal options) of not more than five (5) years. The applicable Mortgagor Borrower shall cause each Operating Lessee to provide to Administrative Agent a correct and complete copy of each Major tenant Lease, including any exhibits, and any Guarantees thereofeach guarantee thereof (if any), prior to executionexecution unless the Lease in question meets the foregoing requirements for “deemed” approval by Administrative Agent. The Borrower shall, throughout the term of this Agreement, pay all reasonable costs incurred by Administrative Agent shall act on requests from Borrower for any approval under Section 8.11 in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request within ten (10) Business Days following connection with Administrative Agent’s receipt thereofreview and approval of tenant Leases and each guarantee thereof (if any), including reasonable attorneys’ fees and costs. Administrative Agent’s response may consist No approval of an approval or disapproval of the request, or a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of requests for such approvals, the Borrower agrees to provide Administrative Agent with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval. If the request for approval contains printed in capital letters or boldface type, a legend substantially to the following effect: then in the event that the Administrative Agent does not approve, reject or request additional information regarding any such request for consent or acceptance within the later to occur of (a) ten (10) Business Days of the receipt Lease by the Administrative Agent of such request and (a) ten (10) Business Days of the receipt by the Administrative Agent of all material information reasonably requested by the Administrative Agent during the ten (10) Business Day period following receipt of the request, the Administrative Agent shall be deemed for any purpose other than to have approved or consented protect Lenders’ security, and to preserve Lenders’ rights under the action requested in the requestLoan Documents. No approval by Administrative Agent shall be provided, within ten (10) Business Days following execution thereof with result in a full and complete copy waiver of the Lease. (b) Administrative Agent any Event of Default. In no event shall have the right to require each tenant under a Major Lease to execute and deliver an SNDA in form, content and manner of execution reasonably acceptable to Administrative Agent and, from time to time, an estoppel certificate in form and manner of execution reasonably acceptable to Administrative Agent. Upon the Borrower’s request, Administrative Agent shall execute an SNDA with each tenant under any Lease upon: (i) satisfaction of all landlord obligations under the applicable Lease such that the tenant has taken full possession of the leased premises and is obligated to pay rent, and (ii) receipt approval by Administrative Agent of a satisfactory estoppel certificate confirming the full performance Lease be a representation of landlord obligations to date includingany kind, but not limited to, landlord obligations relating with regard to the construction of tenant improvementsLease or its adequacy or enforceability, and or the absence financial capacity of any fact tenant or circumstance which constitutes, or with the passage of time or giving of notice, or both, would constitute, a default under such Leaseguarantor.