Lease Approvals. Except as provided herein, all leases and any amendments, modifications, replacements, extensions, renewals, terminations (except on account of a tenant default), subleases or assignments thereof (each a “Lease” and collectively, the “Leases”) executed after the date hereof must be submitted to Lender for prior written approval accompanied by the proposed Lease and supporting economic data in reasonable detail. Lender shall use commercially reasonable efforts to respond within ten (10) Business Days from its receipt of a written request for approval. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the forgoing provisions, whenever Lender’s approval or consent is required pursuant to the above provisions of this Section 23(b), Borrower shall have the right to submit a term sheet or letter of intent of such transaction to Lender for Lender’s approval prior to the submission of the proposed lease. Any such term sheet or letter or intent submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the foregoing or the provisions of Section 8 of the Portfolio Mortgages or any other provision of the Loan Documents, for so long as there is no Event of Default under any of the Loan Documents, nor any event or condition that, with notice or the passage of time, or both, would constitute an Event of Default, Lender shall waive its requirement to approve all Leases provided the following requirements are met (the “Approval Waiver Requirements”): (i) The Lease covers an area no greater than 100,000 square feet of net rentable area; (ii) The Lease is written on a standard form of lease which Lender has previously approved in writing, with no material changes that are adverse to the interest of landlord (or, in the case of a renewal, is on the same form as the existing Lease); (iii) The length of the Lease term is not less than one (1) year and no greater twenty (20) years, including any renewal or extension options; (iv) The effective Rent provided for over the Lease term is consistent with the then current market effective rent of comparable space in competitive properties. The schedule of Rent shall not decline over the term of the Lease, including any extension; (v) The Lease does not (i) grant the tenant any purchase option or right of first refusal to purchase all or any portion of the Portfolio Property, (ii) grant the tenant any interest in the ownership of the Portfolio Property or provide any incentives equivalent to an ownership interest in the Portfolio Property, or (iii) otherwise contain terms that would cause a material impairment of the Lender’s security; (vi) The Lease does not provide for the payment for tenant improvement work or leasing commissions, or the granting of any rental concessions, at any time other than at or about the commencement of the Lease; (vii) The Lease shall be an arms length transaction and not be to Borrower, an Affiliate of Borrower, or a creditor of Borrower, and Borrower shall not assign any portion of the Rent to any third party; and (viii) The tenant shall be obligated to take possession promptly upon completion of any required improvements to the leased premises. Notwithstanding the Approval Waiver Requirements, Lender agrees to conditionally modify subsection (i) above by increasing the square footage requirement to 200,000 square feet, provided that all other requirements of subsections (ii) through (viii) are met. Borrower acknowledges that Lender will from time to time review and evaluate the status of the Loan and that Lender shall retain the right, in its sole discretion, to reinstate the lower square footage requirement at any time and for any reason. Upon Borrower’s receipt of Lender’s written notice to reinstate the lower square footage requirement, the square footage requirement shown in subsection (i) above shall be immediately reinstated. Lender agrees to enter into non-disturbance and attornment agreements with tenants under approved Leases, provided that each such agreement is substantially in the form attached hereto or is otherwise reasonably acceptable to Lender.
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Samples: Master Loan Agreement (STAG Industrial, Inc.), Master Loan Agreement (STAG Industrial, Inc.)
Lease Approvals. Except as provided herein(i) Unless otherwise consented to by Lender in writing, all leases and any amendments, modifications, replacements, extensions, renewals, terminations (except on account of a tenant default), subleases or assignments thereof (each a “Lease” and collectively, the “Leases”) executed Leases entered into after the date hereof must of this Agreement shall (A) be submitted to Lender for prior written approval accompanied by the proposed Lease unaffiliated third parties and supporting economic data in reasonable detail. Lender shall use commercially reasonable efforts to respond within ten under market terms (10) Business Days from its receipt of a written request for approval. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval “market terms” shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the forgoing provisions, whenever Lender’s approval or consent is required pursuant to the above provisions of this Section 23(brequire market rents), Borrower shall have the right to submit a term sheet or letter of intent of such transaction to Lender for Lender’s approval prior to the submission of the proposed lease. Any such term sheet or letter or intent submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity those relating to insurance, waiver of tenantclaims, square footagedamage and destruction, termcondemnation, rentnotice to mortgagee and subordination and attornment, rent credits(B) provide for uses of the Property that are consistent with first-class management thereof, abatementsand (C) be on a standard form lease reasonably approved by Lender subject to modification as reasonably required by Owner. Additionally, work allowances and tenant improvements Borrower shall not cause Owner to execute any Major Lease or materially modify or voluntarily terminate any such Major Lease (except for terminations by reason of a material default), in each case without Lender’s prior consent, not to be constructed by Borrower. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the foregoing or the provisions of Section 8 of the Portfolio Mortgages or any other provision of the Loan Documents, for so long as there is no Event of Default under any of the Loan Documents, nor any event or condition that, with notice or the passage of time, or both, would constitute an Event of Default, Lender shall waive its requirement to approve all Leases provided the following requirements are met (the “Approval Waiver Requirements”):
(i) The Lease covers an area no greater than 100,000 square feet of net rentable area;withheld.
(ii) The With respect to Major Leases, if Lender’s consent thereto is required pursuant to Section 4.1(a)(i), or if Borrower has requested Lender’s consent to a New Lease is written on a standard form of lease or Lease Modification which does not comply with the requirements set forth in Section 4.1(a)(i), if Lender has previously not notified Borrower of its disapproval of such proposed Lease within five (5) Business Days after Lender’s confirmation of receipt of (1) such proposed New Lease or Lease Modification (or a term sheet (in a form reasonably approved by Lender) containing the economic terms and a description of material non-economic terms, of such proposed New Lease or Lease Modification (“Term Sheet”), which may be provided in writinglieu of such New Lease or Lease Modification), with no material changes that are adverse to the interest of landlord (or2) any other reasonable information requested by Lender, (3) in the case of a renewalMajor Lease, is the financial statements and market comparisons as referenced below to the extent available and (4) a transmittal letter requesting that Lender review such proposed New Lease, Lease Modification or Term Sheet and approve or disapprove such proposed New Lease, Lease Modification or Term Sheet within such 5-Business day period and notifying Lender that a failure to respond within five (5) Business Days shall constitute a deemed approval, Lender shall be deemed to have consented to such proposed New Lease or Lease Modification, as applicable. Notwithstanding the foregoing, Lender’s approval (or deemed approval) of a Term Sheet shall not be deemed to permit Borrower to enter into a New Lease on the same a form other than Borrower’s previously approved form lease (subject to modification as the existing Leasereasonably required by Borrower);.
(iii) The length of the Lease term Whether Lender approval is not less than one required or not, Borrower shall promptly provide Lender with (1) year and no greater twenty (20) years, including any renewal a copy of every New Lease executed with tenants occupying 10,000 square feet or extension options;
(iv) The effective Rent provided for over the Lease term is consistent with the then current market effective rent of comparable space in competitive properties. The schedule of Rent shall not decline over the term more of the Lease, including any extension;
(v) The Lease does not (i) grant the tenant any purchase option or right of first refusal to purchase all or any portion of the Portfolio Property, and (ii2) grant the tenant any interest in the ownership of the Portfolio Property or provide and all financial information received by Borrower from any incentives equivalent to an ownership interest in the Portfolio Property, or (iii) otherwise contain terms that would cause a material impairment of the Lender’s security;
(vi) The Lease does not provide for the payment for tenant improvement work or leasing commissions, or the granting of any rental concessions, at any time other than at or about the commencement of the Lease;
(vii) The Lease shall be an arms length transaction and not be to Borrower, an Affiliate of Borrower, or a creditor of Borrower, and Borrower shall not assign any portion of the Rent to any third party; and
(viii) The tenant shall be obligated to take possession promptly upon completion of any required improvements to the leased premises. Notwithstanding the Approval Waiver Requirements, Lender agrees to conditionally modify subsection (i) above by increasing the square footage requirement to 200,000 square feet, provided that all other requirements of subsections (ii) through (viii) are met. Borrower acknowledges that Lender will from time to time review and evaluate the status of the Loan and that Lender shall retain the right, in its sole discretion, to reinstate the lower square footage requirement at any time and for any reason. Upon Borrower’s receipt of Lender’s written notice to reinstate the lower square footage requirement, the square footage requirement shown in subsection (i) above shall be immediately reinstated. Lender agrees to enter into non-disturbance and attornment agreements with tenants under approved Leases, provided that each such agreement is substantially in the form attached hereto or is otherwise reasonably acceptable to Lendertenants.
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Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Lease Approvals. Except as provided herein, all leases and any amendments, modifications, replacements, extensions, renewals, terminations (except on account of a tenant default), subleases or assignments thereof (each a “Lease” and collectively, the “Leases”) executed after the date hereof must be submitted to Lender for prior written approval accompanied by the proposed Lease and supporting economic data in reasonable detail. Lender shall use commercially reasonable efforts to respond within ten (10) Business Days from its receipt of a written request for approval. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the forgoing provisions, whenever Lender’s approval or consent is required pursuant to the above provisions of this Section 23(b), Borrower shall have the right to submit a term sheet or letter of intent of such transaction to Lender for Lender’s approval prior to the submission of the proposed lease. Any such term sheet or letter or intent submitted to Lender shall set forth all material terms of the proposed transaction including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower. Lender’s approval shall not be unreasonably withheld and shall be deemed given if Lender fails to respond in writing within thirty (30) days from its receipt of a written request for approval and supporting documentation, provided, however, Lender’s approval shall not be deemed given in such event where the proposed Lease contains any provision which would materially impair Lender’s lien on such Site. Borrower shall promptly deliver to Lender a fully-executed copy of all such approved Leases. Notwithstanding the foregoing or the provisions of Section 8 of the Portfolio Mortgages or any other provision of the Loan Documents, for so long as there is no Event of Default under any of the Loan Documents, nor any event or condition that, with notice or the passage of time, or both, would constitute an Event of Default, Lender shall waive its requirement to approve all Leases provided the following requirements are met (the “Approval Waiver Requirements”):
(i) The Lease covers an area no greater than 100,000 square feet of net rentable area;
(ii) The Lease is written on a standard form of lease which Lender has previously approved in writing, with no material changes that are adverse to the interest of landlord (or, in the case of a renewal, is on the same form as the existing Lease);
(iii) The length of the Lease term is not less than one (1) year and no greater twenty (20) years, including any renewal or extension options;
(iv) The effective Rent provided for over the Lease term is consistent with the then current market effective rent of comparable space in competitive properties. The schedule of Rent shall not decline over the term of the Lease, including any extension;
(v) The Lease does not (i) grant the tenant any purchase option or right of first refusal to purchase all or any portion of the Portfolio Property, (ii) grant the tenant any interest in the ownership of the Portfolio Property or provide any incentives equivalent to an ownership interest in the Portfolio Property, or (iii) otherwise contain terms that would cause a material impairment of the Lender’s security;
(vi) The Lease does not provide for the payment for tenant improvement work or leasing commissions, or the granting of any rental concessions, at any time other than at or about the commencement of the Lease;
(vii) The Lease shall be an arms arm’s length transaction and not be to Borrower, an Affiliate of Borrower, or a creditor of Borrower, and Borrower shall not assign any portion of the Rent to any third party; and
(viii) The tenant shall be obligated to take possession promptly upon completion of any required improvements to the leased premises. Notwithstanding the Approval Waiver Requirements, Lender agrees to conditionally modify subsection (i) above by increasing the square footage requirement to 200,000 square feet, provided that all other requirements of subsections (ii) through (viii) are met. Borrower acknowledges that Lender will from time to time review and evaluate the status of the Loan and that Lender shall retain the right, in its sole discretion, to reinstate the lower square footage requirement at any time and for any reason. Upon Borrower’s receipt of Lender’s written notice to reinstate the lower square footage requirement, the square footage requirement shown in subsection (i) above shall be immediately reinstated. Lender agrees to enter into non-disturbance and attornment agreements with tenants under approved Leases, provided that each such agreement is substantially in the form attached hereto or is otherwise reasonably acceptable to Lender.
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