Lease Covenants and Limitations. (a) Except as expressly contemplated by or permitted under Subsection 5.1(b) or Subsection 5.1(c), all New Leases (including, without limitation, any amendments, modifications or renewals of any Existing Leases or any other Lease) shall be subject to the prior review and approval of Lender, at Borrower's expense, which approval shall not, as long as there is no Event of Default, be unreasonably withheld or conditioned. Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved); (b) be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenants; and (c) provide that they are subordinate to the Deed of Trust and that the tenant agrees to attorn to Lender. In the event that Lender's approval is required for a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery by Borrower to Lender of a Lease Approval Package, shall constitute Lender's approval of the New Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Package) shall constitute Lender's approval of the revised New Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases within thirty (30) days after execution thereof.
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Samples: Loan Agreement (Douglas Emmett Inc)
Lease Covenants and Limitations. (a) Except as expressly contemplated by or permitted under Subsection 5.1(b) or Subsection 5.1(c), all New Leases (including, without limitation, any amendments, modifications or renewals of any Existing Leases or any other Lease) Borrower shall be subject permitted to enter into, amend, modify and renew residential leases in the Mortgaged Property (“Residential Leases”) without Lender’s consent provided that any such Residential Lease (A) is on Borrower’s standard form residential lease approved by Lender, with no material changes, (B) has a term of not longer than sixteen (16) months and not shorter than six (6) months (provided that Borrower shall be permitted to enter into Residential Leases with terms shorter than six (6) months or longer than sixteen (16) months without Lender’s consent, so long as such Residential Leases do not exceed fifteen percent (15.0%) of the total Residential Leases, (C) is on commercially reasonable market terms for rent and security deposit for the local market and (D) is for ten (10) apartment units or less in the Improvements. If any of the foregoing conditions are not satisfied in any material respect, then Lender’s prior review and approval of Lender, at Borrower's expensesuch Residential Lease shall be required, which approval shall not, as long as there is no Event of Default, not be unreasonably withheld withheld, delayed or conditioned. Except as otherwise consented to by For any Lease requiring Lender or permitted by Sections 5.1(bapproval, if, within 5 Business Days after Lender's receipt of Borrower's written request for such approval stating: "TIME SENSITIVE RESPONSE REQUIRED WITHIN 5 BUSINESS DAYS OF RECEIPT OR DEEMED APPROVAL MAY OCCUR", together with the following: (i) or 5.1(c)a true and complete copy of the proposed final Lease, all Leases entered into after including any amendments, exhibits and side agreements relating thereto, (ii) if the Closing Date shall (a) be written lease is prepared based on the Borrower's standard form of leaseform, which standard form shall have been approved by Lender a blackline showing differences from that form, (Lender acknowledging that the standard form of iii) if lease attached to the is not prepared based on Borrower's Affidavit is hereby approved); (b) be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fidestandard form, independent third party tenants; a lease summary describing in reasonable detail all material terms, and (civ) provide that they are subordinate any available tenant financial statements or credit reports (collectively, the "Lease Approval Package"), Lender does not approve or disapprove such Lease (disapproval to the Deed of Trust and that the tenant agrees to attorn include reasons), Borrower may deliver a second notice to Lender. In the event that Lender's approval is required for , together with a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery by Borrower to Lender of a second Lease Approval Package, shall constitute Lender's approval of the New Leasestating: "PURSUANT TO THE TERMS OF SUBSECTION 5.1(a) OF THE LOAN AGREEMENT EXECUTED BY RPT THE XXXXX, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender (in the Lease Approval Package) in all material respectsLLC, AS BORROWER, DATED NOVEMBER 19, 2021, LENDER HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF A LEASE. FAILURE OF LENDER TO RESPOND TO BORROWER'S REQUEST FOR SUCH APPROVAL WITHIN 3 BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LENDER'S APPROVAL OF SUCH LEASE". If the New Lender fails to approve or disapprove (which such disapproval shall include reasons) of such Lease (including a within such additional 3 Business Day period, such Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery shall be deemed approved by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Package) shall constitute Lender's approval of the revised New Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases within thirty (30) days after execution thereof.
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Lease Covenants and Limitations. (1) Each Borrower (a) Except as expressly contemplated by shall perform, or permitted cause to be performed, the obligations which such Borrower is required to perform under Subsection 5.1(b) or Subsection 5.1(c), all New Leases (including, without limitation, any amendments, modifications or renewals of any Existing Leases or any other Lease) shall be subject to the prior review and approval of Lender, at Borrower's expense, which approval shall not, as long as there is no Event of Default, be unreasonably withheld or conditioned. Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved)Leases; (b) shall use commercially reasonable efforts to enforce the obligations to be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenantsperformed by the tenants under the Leases; and (c) provide that they are subordinate shall promptly furnish to the Deed Administrative Agent any notice of Trust and that the default or termination received by any Borrower from any tenant agrees to attorn to Lender. In the event that Lender's approval is required for under a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery Material Lease or sent by any Borrower to Lender of any tenant under a Lease Approval Package, shall constitute Lender's approval of the New Material Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender ; (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Packaged) shall constitute Lender's approval of the revised New not collect any Rents under any Material Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases within for more than thirty (30) days after execution thereofin advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two months rent; (e) during a Cash Trap Period shall not enter into any new Material Lease or Capital Lease, or modify, amend or terminate any existing Material Lease or Capital Lease, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld; (f) at all times when a Cash Trap Period does not exist, shall provide the Administrative Agent with at least ten (10) days prior written notice of any new Material Lease or Material Capital Lease, or any material modification or amendment of a Material Lease or Material Capital Lease or any termination of any existing Material Lease or Material Capital Lease; (g) shall not further assign or encumber any Lease; and (h) promptly upon the request of the Administrative Agent, shall obtain and furnish to the Administrative Agent written estoppels in form and substance reasonably satisfactory to the Administrative Agent, executed by tenants under Material Leases at the Properties or lessors under Capital Leases, as applicable, and confirming the term, rent, and other provisions and matters relating to the Leases.
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Lease Covenants and Limitations. (a) (i) Except as expressly contemplated by or permitted under Subsection 5.1(b) Leases approved by Lender or New Leases or New Lease Modifications not requiring Lender’s approval in accordance with Subsection 5.1(c) (such New Lease or New Lease Modification, as applicable, a “No-Approval Lease”), all New Leases, New Lease Modifications and terminations of Leases in excess of twenty thousand (including, without limitation, 20,000) net rentable square feet (other than any amendments, modifications or renewals termination of any Existing Leases such Lease at the end of the applicable lease term in accordance with the terms thereof or any other Leasetermination of any such Lease on account of the applicable tenant’s default thereunder) shall be subject to the prior review and approval of LenderLender as provided in Subsection 5.1(a)(ii) and (iii) below, at Borrower's ’s expense, which approval shall not, as long as there is no Event of Default, be unreasonably withheld or conditioned. Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved); (b) be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenants; and (c) provide that they are subordinate to the Deed of Trust and that the tenant agrees to attorn to Lender. In the event that Lender's approval is required for a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery by Borrower to Lender of a Lease Approval Package, shall constitute Lender's approval of the New Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Package) shall constitute Lender's approval of the revised New Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases and New Lease Modifications within thirty sixty (3060) days after execution thereofthe end of the first three (3) fiscal quarters of each Fiscal Year during the Loan Term, but only if requested by Lender, and within one hundred five (105) days after the end of each Fiscal Year, in accordance with Subsection 7.1(a)(i) hereof. For each New Lease permitted hereunder, upon Lender’s written request, Borrower shall use commercially reasonable efforts to provide Lender with (A) a tenant estoppel certificate (which request shall not be made with respect to any New Lease more than once each calendar year unless an Event of Default shall have occurred and be continuing), executed by the tenant thereunder either on a Lender pre-approved form of tenant estoppel certificate or such other form as Lender shall reasonably approve, and (B) with respect to a New Lease in excess of twenty thousand (20,000) net rentable square feet, unless previously provided and still in effect with respect to such New Lease, a subordination, non-disturbance and attornment agreement executed by the tenant thereunder in the form attached as Exhibit F to this Agreement or such other form as Lender shall approve in its reasonable discretion.
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Samples: Loan Agreement (Kilroy Realty, L.P.)
Lease Covenants and Limitations. (a) (i) Except as expressly contemplated by or permitted under Subsection 5.1(b) Leases approved by Lender or New Leases or New Lease Modifications not requiring Lender’s approval in accordance with Subsection 5.1(c) (such New Lease or New Lease Modification, as applicable, a “No-Approval Lease”), all New Leases, New Lease Modifications and terminations of Leases in excess of ten thousand (including, without limitation, 10,000) net rentable square feet (other than any amendments, modifications or renewals termination of any Existing Leases such Lease at the end of the applicable lease term in accordance with the terms thereof or any other Leasetermination of any such Lease on account of the applicable tenant’s default thereunder) shall be subject to the prior review and approval of LenderLender as provided in Subsection 5.1(a)(ii) and (iii) below, at Borrower's ’s expense, which approval shall not, as long as there is no Event of Default, be unreasonably withheld or conditioned. Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved); (b) be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenants; and (c) provide that they are subordinate to the Deed of Trust and that the tenant agrees to attorn to Lender. In the event that Lender's approval is required for a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery by Borrower to Lender of a Lease Approval Package, shall constitute Lender's approval of the New Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Package) shall constitute Lender's approval of the revised New Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases and New Lease Modifications within thirty sixty (3060) days after execution thereofthe end of the first three (3) fiscal quarters of each Fiscal Year during the Loan Term, but only if requested by Lender, and within one hundred five (105) days after the end of each Fiscal Year, in accordance with Subsection 7.1(a)(i) hereof. For each New Lease permitted hereunder, upon Lender’s written request, Borrower shall use commercially reasonable efforts to provide Lender with (A) a tenant estoppel certificate (which request shall not be made with respect to any New Lease more than once each calendar year unless an Event of Default shall have occurred and be continuing), executed by the tenant thereunder either on a Lender pre-approved form of tenant estoppel certificate or such other form as Lender shall reasonably approve, and (B) with respect to a New Lease in excess of seven thousand (7,000) net rentable square feet, unless previously provided and still in effect with respect to such New Lease, a subordination, non-disturbance and attornment agreement executed by the tenant thereunder in the form attached as Exhibit F to this Agreement or such other form as Lender shall approve in its reasonable discretion.
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Lease Covenants and Limitations. (1) Each Borrower (a) Except as expressly contemplated by shall perform, or permitted cause to be performed, the obligations which such Borrower is required to perform under Subsection 5.1(b) or Subsection 5.1(c), all New Leases (including, without limitation, any amendments, modifications or renewals of any Existing Leases or any other Lease) shall be subject to the prior review and approval of Lender, at Borrower's expense, which approval shall not, as long as there is no Event of Default, be unreasonably withheld or conditioned. Except as otherwise consented to by Lender or permitted by Sections 5.1(b) or 5.1(c), all Leases entered into after the Closing Date shall (a) be written on the Borrower's standard form of lease, which standard form shall have been approved by Lender (Lender acknowledging that the standard form of lease attached to the Borrower's Affidavit is hereby approved)Leases; (b) shall use commercially reasonable efforts to enforce the obligations to be at rental rates and on terms comparable to existing local market rates and terms and shall be arm's-length transactions with bona fide, independent third party tenantsperformed by the tenants under the Leases; and (c) provide that they are subordinate shall promptly furnish to the Deed Administrative Agent any notice of Trust and that the default or termination received by any Borrower from any tenant agrees to attorn to Lender. In the event that Lender's approval is required for under a New Lease, the failure of Lender to disapprove, within ten (10) Business Days following delivery Material Lease or sent by any Borrower to Lender of any tenant under a Lease Approval Package, shall constitute Lender's approval of the New Material Lease, provided such New Lease is documented pursuant to a New Lease or Lease modification agreement consistent with the draft and lease summary delivered to the Lender ; (in the Lease Approval Package) in all material respects. If the New Lease (including a Lease modification) has material changes from that which was presented in the Lease Approval Package, the failure of Lender to disapprove within five (5) Business Days following delivery by Borrower to Lender of a marked, revised New Lease (including a Lease modification) showing the changes from the draft previously submitted to Lender (in the Lease Approval Packaged) shall constitute Lender's approval of the revised New not collect any Rents under any Material Lease (including a Lease modification). Borrower shall provide Lender with executed copies of all New Leases within for more than thirty (30) days after execution thereofin advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to two months rent; (e) during a Cash Trap Period shall not enter into any new Material Lease or Capital Lease, or modify, amend or terminate any existing Material Lease or Capital Lease, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld; (f) at all times when a Cash Trap Period does not exist, shall provide the Administrative Agent with at least ten (10) days prior written notice of any new Material Lease or Material Capital Lease, or any material modification or amendment of a Material Lease or Material Capital Lease or any termination of any existing Material Lease or Material Capital Lease; (g) shall not further assign or encumber any Lease; and (h) promptly upon the request of the Administrative Agent, shall obtain and furnish to the Administrative Agent written estoppels in form and substance reasonably satisfactory to the Administrative Agent, executed by tenants under Material Leases at the Properties or lessors under Capital Leases., as applicable, and confirming the term, rent, and other provisions and matters relating to the Leases.
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