Common use of Leases and Premises Documents Clause in Contracts

Leases and Premises Documents. Deliver to Administrative ----------------------------- Agent, promptly following the execution thereof, certified copies of all leases (together with abstracts of such leases, as available) in respect of the Premises and all Premises Documents and all amendments or supplements to any thereof (in any case, whether executed before or after the date hereof) together with (i) if requested by Administrative Agent, estoppel certificates (in the case of leases demising in excess of 5,000 SFGLA) from, and current financial statements of, the tenants thereunder or parties thereto, as the case may be, and of the guarantor(s), if any, of such tenants or parties, as may be required under the applicable leases or rental agreements and as may be in the possession of Borrower or obtainable by Borrower with reasonable effort, and (ii) in the case of all retail leases specified by Administrative Agent, a notice-of- assignment letter in the form of EXHIBIT F; not (x) enter into any lease of the Residential Improvements which is not a Residential Lease, or modify any Residential Lease in such a manner that it would no longer constitute a Residential Lease or (y) enter into any lease of the Retail/Tenant-Constructed Improvements which (A) covers more than 5,000 SFGLA or has an initial term of less than five (5) years, (B) when taken together with all existing Qualifying Leases (excluding ground leases under which Borrower does not provide a tenant allowance), will yield a weighted average minimum rent for the first five (5) years of the lease term which is less than $38.70 per square foot or (C) contains non-market landlord defaults or tenant termination rights after opening and prior to the fifth anniversary of the commencement of the lease term and, when taken together with all other leases containing any such defaults or termination rights, exceeds 50,000 SFGLA, without, in any such case, the prior written approval of Administrative Agent, such approval not to be unreasonably withheld or delayed; not enter into any lease of the Retail/Tenant-Constructed Improvements which covers more than 20,000 SFGLA without the prior written approval of the Required Lenders, such approval not be unreasonably withheld or delayed; not modify (other than de minimis modifications) any lease of the ---------- Retail/Tenant-Constructed Improvements that originally required the approval of Administrative Agent or the Required Lenders, without the prior written approval of Administrative Agent or the Required Lenders, as applicable, and not modify any other lease of the Retail/Tenant-Constructed Improvements in such a manner that it would not conform to the requirements of clause (y) above; and keep all Premises Documents and, except as may be permitted by the Mortgage, all leases in full force and effect. Provided there exists no Event of Default, in any case where Administrative Agent's or the Required Lenders' prior written approval is required pursuant to this Section, Administrative Agent or the Required Lenders, as the case may be, shall be deemed to have approved Borrower's written request for approval if Administrative Agent fails to respond, either by reasonably requesting additional documentation or information or by disapproving the request, within ten (10) Business Days after Administrative Agent's receipt of such written request for approval from Borrower, provided such request shall make specific -------- reference to the provisions of this Section and shall expressly state, in solid capital letters on the first page thereof: "YOU ARE HEREBY REMINDED THAT YOUR FAILURE TO PROVIDE NOTIFICATION [Add if applicable: ON BEHALF OF THE REQUIRED LENDERS] OF APPROVAL OR DISAPPROVAL, OR TO REASONABLY REQUEST ADDITIONAL DOCUMENTATION OR INFORMATION, NOT LATER THAN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED TO CONSTITUTE [YOUR] [THE REQUIRED LENDERS'] APPROVAL THEREOF." Notwithstanding the provisions of Section 8.11, the Lender Reply Period with respect to requests from Administrative Agent regarding approvals under this Section 6.02 shall be five (5), rather than ten (10), Business Days.

Leases and Premises Documents. Deliver to Administrative ----------------------------- Agent, promptly following the execution thereof, Agent certified copies of all leases (together with abstracts of such leases, as available) in respect of the Premises and all Premises Documents and all amendments or supplements to any thereof (in any case, whether executed before or after the date hereof) together with (i) with, if requested by Administrative AgentAgent and obtainable by Borrower with reasonable effort, estoppel certificates (in the case of leases demising in excess of 5,000 SFGLA) from, and current financial statements of, of the tenants thereunder or parties thereto, as the case may be, and of the guarantor(s), if any, of such tenants or parties, as may be required under the applicable leases or rental agreements and as may be in the possession of Borrower or obtainable by Borrower with reasonable effort, and (ii) in the case of all retail leases specified by Administrative Agent, a notice-of- assignment letter in the form of EXHIBIT F; not (x) enter into any lease of the Residential Improvements which is not a Residential Lease, or modify any Residential Lease in such a manner that it would no longer constitute a Residential Lease or (y) enter into any lease of the Retail/Tenant-Constructed Improvements which (A) covers more than 5,000 SFGLA or has an initial term of less than five (5) years, (B) when taken together with all existing Qualifying Leases (excluding ground leases under which Borrower does not provide a tenant allowance), will yield a weighted average minimum rent for the first five (5) years of the lease term which is less than $38.70 per square foot or (C) contains non-market landlord defaults or tenant termination rights after opening and prior to the fifth anniversary of the commencement of the lease term and, when taken together with all other leases containing any such defaults or termination rights, exceeds 50,000 SFGLA, without, in any such case, the prior written approval of Administrative Agent, such approval not to be unreasonably withheld or delayed; not enter into any lease of the Retail/Tenant-Constructed Improvements which covers more than 20,000 SFGLA without the prior written approval of the Required Lenders, such approval not be unreasonably withheld or delayed; not modify (other than de minimis modifications) any lease of the ---------- Retail/Tenant-Constructed Improvements that originally required the approval of Administrative Agent or the Required Lenders, without the prior written approval of Administrative Agent or the Required Lenders, as applicable, and not modify any other lease of the Retail/Tenant-Constructed Improvements in such a manner that it would not conform to the requirements of clause (y) above; and keep all Premises Documents in full force and effect; and, except as may be permitted by the Mortgage, all leases not terminate or surrender any lease of the Premises. Borrower shall not enter into any (x) Major Lease without the prior written approval of Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) or (y) other lease in full force respect of the Premises without the prior written approval of Administrative Agent, if such Lease is on below-market terms (taking into account the type and effectquality of the tenant). Provided there exists no Event of Default, in In any case where Administrative Agent's or approval of a lease under this Section is required, the Required Lenders' prior written approval is required pursuant following procedure shall be followed. Borrower shall submit to this Section, Administrative Agent or a term sheet summarizing the Required Lendersprincipal terms of the lease, as the case may be, shall be deemed to have approved Borrower's written accompanied by a request for approval thereof and also accompanied by, to the extent that Borrower was able to obtain them after having used reasonable efforts to do so, the respective current financial statements of the lessee under such proposed lease and the guarantor(s), if any, of such lessee's obligations thereunder. Administrative Agent fails to respond, either by reasonably requesting additional documentation or information or by disapproving the request, shall notify Borrower within ten (10) Business Days after Administrative Agent's its receipt of the term sheet and accompanying materials of its approval or disapproval of the term sheet. In the event notice of approval or disapproval is not given by the end of such period, such term sheet shall be deemed approved, provided the written request for approval from Borrower contains the legend set forth in the last sentence of this Section. Borrower shall also submit to Administrative Agent a request for approval of the lease itself, accompanied by (1) a copy of the proposed lease, executed by the tenant, (2) any guaranty(ies) of said lease, and (3) if the lease is based on Borrower's standard form, a copy of the lease marked to show changes form the approved standard lease form. Administrative Agent shall notify Borrower within ten (10) Business Days after its receipt of the lease and accompanying materials of its approval or disapproval of the lease. Administrative Agent may not object to any lease provision that is consistent with terms of an approved (or deemed approved) term sheet. Administrative Agent's failure to give notification of approval or disapproval to Borrower within such ten (10) Business Day period shall be deemed to constitute Administrative Agent's approval of the lease, provided such the written request for approval from Borrower contains the legend set forth in the last sentence of this Section. In no event shall a lease be deemed approved if the term sheet with respect thereto was disapproved and, notwithstanding anything to the contrary contained in this Section, no lease or term sheet shall be deemed approved during the existence of an Event of Default. Each request for approval of a lease or term sheet pursuant to this Section shall make specific -------- reference to the provisions of this Section and shall expressly state, in solid all capital letters on the first page thereof: "YOU ARE HEREBY REMINDED THAT YOUR FAILURE TO PROVIDE NOTIFICATION [Add if applicable: ON BEHALF OF THE REQUIRED LENDERS] OF APPROVAL OR DISAPPROVAL, OR TO REASONABLY REQUEST ADDITIONAL DOCUMENTATION OR INFORMATION, DISAPPROVAL NOT LATER THAN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST REQUEST, SO LONG AS ACCOMPANIED BY THE MATERIALS REQUIRED BY SECTION 6.02 OF THE TERM LOAN AGREEMENT, SHALL BE DEEMED TO CONSTITUTE [YOUR] [THE REQUIRED LENDERS'] YOUR APPROVAL THEREOF." Notwithstanding the provisions of Section 8.11, the Lender Reply Period with respect to requests from Administrative Agent regarding approvals under this Section 6.02 shall be five (5), rather than ten (10), Business Days6.03.

Leases and Premises Documents. Deliver to Administrative ----------------------------- Agent, promptly following the execution thereof, Agent certified copies of all leases (together with abstracts of such leases, as available) in respect of the Premises and all Premises Documents and all amendments or supplements to any thereof (in any case, whether executed before or after the date hereof) together with (i) if requested by Administrative Agent, estoppel certificates (in the case of leases demising in excess of 5,000 SFGLA) from, and current financial statements of, of the tenants thereunder or parties thereto, as the case may be, and of the guarantor(s), if any, of such tenants or parties, as may be required under parties (but only to the applicable leases or rental agreements and as may be in the possession of Borrower or obtainable by Borrower with reasonable effort, extent provided to Borrower) and (ii) in the case of all retail leases specified by Administrative AgentMajor Leases, a notice-of- of-assignment letter in the form of EXHIBIT F; not (x) enter into any lease of the Residential Improvements which is not a Residential Lease, or modify any Residential Lease in such a manner that it would no longer constitute a Residential Lease or (y) enter into any lease of the Retail/Tenant-Constructed Improvements which (A) covers more than 5,000 SFGLA or has an initial term of less than five (5) years, (B) when taken together with all existing Qualifying Leases (excluding ground leases under which Borrower does not provide a tenant allowance), will yield a weighted average minimum rent for the first five (5) years of the lease term which is less than $38.70 per square foot or (C) contains non-market landlord defaults or tenant termination rights after opening and prior to the fifth anniversary of the commencement of the lease term and, when taken together with all other leases containing any such defaults or termination rights, exceeds 50,000 SFGLA, without, in any such case, the prior written approval of Administrative Agent, such approval not to be unreasonably withheld or delayed; not enter into any lease of the Retail/Tenant-Constructed Improvements which covers more than 20,000 SFGLA without the prior written approval of the Required Lenders, such approval not be unreasonably withheld or delayed; not modify (other than de minimis modifications) any lease of the ---------- Retail/Tenant-Constructed Improvements that originally required the approval of Administrative Agent or the Required Lenders, without the prior written approval of Administrative Agent or the Required Lenders, as applicable, and not modify any other lease of the Retail/Tenant-Constructed Improvements in such a manner that it would not conform to the requirements of clause (y) above; and keep all Premises Documents and, except as may be permitted by the Mortgage, all leases in full force and effect. Provided there exists no Event Borrower shall not enter into any lease in respect of Default, in any case where Administrative Agent's or the Required Lenders' Premises without the prior written approval is required pursuant to this Section, of Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned with respect to a Credit Lease), unless the Required Lenders, as the case may be, lease would not be a Major Lease and is on Borrower's standard form without material changes and provides for a market rental in which event no approval shall be deemed required. If approval is required, the following procedure shall be followed regarding lease approvals. Borrower may but shall not be required to have approved submit to Administrative Agent and Lenders' Counsel a term sheet summarizing the principal terms of the lease (together with, at Borrower's written option, a draft of the proposed lease, which shall be marked to show changes from the approved standard form of lease, if the lease is based on such form and, if requested by tenant, a draft of a non-disturbance, attornment and subordination agreement (an "SNDA") marked to show changes from an approved form of SNDA), accompanied by a request for approval thereof and also accompanied by, to the extent that Borrower was able to obtain them after having used reasonable efforts to do so, the respective current financial statements of the lessee under such proposed lease and the guarantor(s), if any, of such lessee's obligations thereunder. Administrative Agent fails to respond, either by reasonably requesting additional documentation or information or by disapproving the request, shall notify Borrower within ten five (105) Business Days after Administrative Agentits and Lenders' Counsel's receipt of the term sheet (and, if applicable, lease draft or SNDA) and accompanying materials of its approval or disapproval of the term sheet (and, if applicable, lease draft or SNDA). If notice of approval or disapproval is not given by the end of such period, such term sheet (and, if applicable, lease draft or SNDA) shall be deemed approved, provided the written request for approval from Borrower, provided such request shall make specific -------- reference to Borrower contains the provisions legend set forth in the last sentence of this Section and Section. Borrower shall expressly state, in solid capital letters on the first page thereof: "YOU ARE HEREBY REMINDED THAT YOUR FAILURE TO PROVIDE NOTIFICATION [Add if applicable: ON BEHALF OF THE REQUIRED LENDERS] OF APPROVAL OR DISAPPROVAL, OR TO REASONABLY REQUEST ADDITIONAL DOCUMENTATION OR INFORMATION, NOT LATER THAN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED TO CONSTITUTE [YOUR] [THE REQUIRED LENDERS'] APPROVAL THEREOF." Notwithstanding the provisions of Section 8.11, the Lender Reply Period with respect also submit to requests from Administrative Agent regarding approvals under this Section 6.02 shall be five (5), rather than ten (10), Business Days.and Lenders' Counsel a request for approval of the lease itself,

Leases and Premises Documents. Deliver to Administrative ----------------------------- Agent, promptly following the execution thereof, certified copies of all leases (together with abstracts of such leases, as available) in respect of the Premises and all Premises Documents and all amendments or supplements to any thereof (in any case, whether executed before or after the date hereof) together with (i) if requested by Administrative Agent, estoppel certificates (in the case of leases demising in excess of 5,000 SFGLAon a best efforts basis) from, and current financial statements of, from the tenants thereunder or parties thereto, as the case may be, and of the guarantor(s), if any, of such tenants or parties, as may be required under the applicable leases or rental agreements and as may be in the possession of Borrower or obtainable by Borrower with reasonable effort, and (ii) in the case of all retail leases specified by Administrative AgentMajor Leases, a notice-of- of-assignment letter in the form of EXHIBIT F; not (x) enter into any Major Lease or any lease for space in the Improvements which contains a unilateral "kickout clause" on the part of the Residential Improvements which is not a Residential Leasetenant, or modify (other than de minimus modifications) any Residential Lease in such a manner that it would no longer constitute a Residential Major Lease or (y) enter into any lease of the Retail/Tenant-Constructed Improvements which (A) covers more than 5,000 SFGLA or has an initial term of less than five (5) years, (B) when taken together with all existing Qualifying Leases (excluding ground leases under which Borrower does not provide a tenant allowance), will yield a weighted average minimum rent for the first five (5) years of the lease term which is less than $38.70 per square foot or (C) contains non-market landlord defaults or tenant termination rights after opening and prior to the fifth anniversary of the commencement of the lease term and, when taken together with all other leases containing any such defaults or termination rights, exceeds 50,000 SFGLAREA, without, in any such case, the prior written approval of Administrative Agent, such approval not to be unreasonably reasonably withheld or delayed; not enter into any lease of the Retail/Tenant-Constructed Improvements which covers more than 20,000 SFGLA without the prior written approval of the Required Lenders, such approval not be unreasonably withheld or delayed; not modify (other than de minimis modifications) any lease of the ---------- Retail/Tenant-Constructed Improvements that originally required the approval of Administrative Agent or the Required Lenders, without the prior written approval of Administrative Agent or the Required Lenders, as applicable, and not modify any other lease of the Retail/Tenant-Constructed Improvements in such a manner that it would not conform to the requirements of clause (y) above; and keep all Premises Documents and, except as may be permitted by the Mortgage, all leases in full force and effect. Provided there exists no Event of Default, in any case where Administrative Agent's or the Required Lenders' prior written approval is required pursuant to this Section, Administrative Agent or the Required Lenders, as the case may be, shall be deemed to have approved Borrower's written request for approval if Administrative Agent fails to respond, either by reasonably requesting additional documentation or information or by disapproving the request, within ten (10) Business Days after Administrative Agent's receipt of such written request for approval from Borrower, provided such request shall make specific -------- reference to the provisions of this Section and shall expressly state, in solid capital letters on the first page thereof: "YOU ARE HEREBY REMINDED THAT YOUR FAILURE TO PROVIDE NOTIFICATION [Add if applicable: ON BEHALF OF THE REQUIRED LENDERS] OF APPROVAL OR DISAPPROVAL, OR TO REASONABLY REQUEST ADDITIONAL DOCUMENTATION OR INFORMATION, NOT LATER THAN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED TO CONSTITUTE [YOUR] [THE REQUIRED LENDERS'] YOUR APPROVAL THEREOF." Notwithstanding the provisions of Section 8.11, the Lender Reply Period with respect to requests from Administrative Agent regarding approvals under this Section 6.02 shall be five (5), rather than ten (10), Business Days."