Common use of Leasing of Space Clause in Contracts

Leasing of Space. A. Borrower shall not allow any of the Property Owners, and shall not itself, accept any rent (however denominated) or other charges under any of the Leases more than one (1) month in advance without the prior written consent of Lender, except that any of the Property Owners may receive in advance a security deposit of one or more month’s rent if each of the Property Owners holds the same (i) in accordance with all applicable legal requirements and (ii) in a segregated account from which no withdrawals are made except to apply a tenant’s deposit to the payment of damages or the final month’s rent for which the tenant is liable under its Lease or to return such deposit to the appropriate tenant. All Leases shall satisfy all of the requirements applicable to such Lease contained in any of the Senior Loan Documents. B. Borrower shall not, and shall not allow any of the Property Owners to, materially modify or amend any Lease unless such Lease, as so modified, would satisfy the requirements of the preceding Subsection 6.5 (A). Borrower will not, and will not allow any of the Property Owners, to terminate or accept a surrender or cancellation of any Lease, or consent to any assignment or subletting under any Lease, without Lender’s prior written consent. Borrower shall not without Lender’s prior written consent, enter into, terminate or otherwise modify, or consent to any assignment or subletting under, any Lease that is any of the following: (i) a Material Lease (as such term is defined in the Senior Loan Documents entered into by Countrywide, the Countrywide Borrowers and the Countrywide Property Owners), (ii) any other Lease where any of the Senior Lenders’ prior consent is required under any of the Senior Loan Documents, or (iii) any Lease for any space within any of the Properties where the demised premises represent more than ten percent (10%) of the leaseable space in the applicable Property. C. Borrower shall promptly certify and deliver to Lender for Lender’s review and approval, true, correct and complete copies of such Leases, the rent roll, standard lease form, leasing guidelines, leasing reports, operating statements or other leasing information, once every calendar month and at such additional times as Lender may from time to time request.

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance (which approval may be withheld in Lender's good faith sole discretion), the Approved Lease shall reflect an arms-length transaction at the then current market rate for comparable space. The Approved Lease shall comply with all applicable Laws, including, without limitation, all subdivision requirements, if any. Borrower shall perform all obligations required to be performed by it as landlord under the Approved Lease. Borrower shall not allow any of the Property Owners, and shall not itself, accept any rent Prepaid Property Income (however denominated) or other charges under any of the Leases more than one (1) month in advance without the prior written consent of Lender, except that any of the Property Owners may receive in advance a security deposit of one or more month’s rent if each of the Property Owners holds the same (i) in accordance with all applicable legal requirements and (ii) in a segregated account from which no withdrawals are made except to apply a tenant’s deposit to the payment of damages or the final month’s rent for which the tenant is liable under its Lease or to return such deposit to the appropriate tenant. All Leases shall satisfy all of the requirements applicable to such Lease contained in any of the Senior Loan Documents). B. Borrower shall notnot enter into, and shall not allow any of the Property Owners toor modify, materially modify or amend any Lease unless such Leaseamend, as so modified, would satisfy the requirements of the preceding Subsection 6.5 (A). Borrower will not, and will not allow any of the Property Owners, to terminate or accept a surrender or cancellation of any the Approved Lease, or consent to any assignment or subletting under the Approved Lease, or enter into any other Lease, without Lender’s 's prior written consent. Borrower approval of any sublease, assignment, or other Lease, and the tenant's financial condition (including, without limitation, financial statements, operating history and business prospects), which shall not without be unreasonably withheld. Lender’s 's prior written consent shall not be required for any amendment or modification of the Approved Lease or any other Lease if the amendment or modification does not alter a Material Lease Provision. Lender's prior written consent, enter intowhich may be withheld in Lender's good faith sole discretion, terminate shall be required if (a) any proposed tenant's operations at, on or otherwise modifyabout the Project will or are reasonably likely to at any time involve the use, generation, storage, handling or disposal of Hazardous Substances, or consent to any assignment or subletting under, any Lease that is any (b) the tenant's use of the following: (i) a Material Lease (as such term Project or applicable portion thereof is defined in not consistent with the Senior Loan Documents entered into by Countrywideuse of the remainder of the Project. C. Promptly after the execution of any modification, amendment or termination of the Countrywide Borrowers and the Countrywide Property Owners)Approved Lease, (ii) or any other Lease where any of the Senior Lenders’ prior consent is required under any of the Senior Loan Documentspreviously approved by Lender, or (iii) any Lease for any space within any of the Properties where the demised premises represent more than ten percent (10%) of the leaseable space in the applicable Property. C. Borrower shall promptly certify and deliver to Lender for Lender’s review and approval, true, correct and complete copies of such Leasesmodification, the rent rollamendment or termination, standard lease formand all other documents executed in connection therewith, leasing guidelines, leasing reports, operating statements whether or other leasing information, once every calendar month and at such additional times as Lender may from time not Lender's approval is required in connection therewith pursuant to time requestthis SECTION 7.

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance, all Leases shall be entered into with bona fide third party tenants financially capable of performing their obligations thereunder and shall reflect arms-length transactions at the then current market rate for comparable space. Lender has approved the Approved Lease. Borrower shall perform all obligations required to be performed by it as landlord under any Lease. Borrower shall not allow any of the Property Owners, and shall not itself, accept any rent (however denominated) or other charges under any of the Leases more than one (1) month in advance without the prior written consent of Lender, except that any of the Property Owners may receive in advance a security deposit of one or more month’s rent if each of the Property Owners holds the same (i) in accordance with all applicable legal requirements and (ii) in a segregated account from which no withdrawals are made except to apply a tenant’s deposit to the payment of damages or the final month’s rent for which the tenant is liable under its Lease or to return such deposit to the appropriate tenant. All Leases shall satisfy all of the requirements applicable to such Lease contained in any of the Senior Loan Documentsadvance. B. Borrower shall notnot enter into, and shall not allow any of the Property Owners toor modify, materially modify or amend any Lease unless such Leaseamend, as so modified, would satisfy the requirements of the preceding Subsection 6.5 (A). Borrower will not, and will not allow any of the Property Owners, to terminate or accept a surrender or cancellation of of, any Lease, or consent to any assignment or subletting under any Lease, without Lender’s 's prior written consent except as follows: (i) Borrower may terminate Leases other than Major Leases without Lender's prior written consent for the non-payment of rent if Borrower would in good faith terminate such Lease in the ordinary course of its business. (ii) Lender's prior written consent shall not be required for any new Lease (a) which is not a Major Lease, (b) which does not include any Material Lease Provisions, (c) where the term of the Lease (including any options to extend the initial term of the Lease) does not exceed ten (10) years, and (d) where the proposed use of the portion of the Project leased does not involve the use, storage, processing, manufacture, transportation, disposal or release of Hazardous Substances. (iii) Lender's prior written consent shall not be required for any amendment or modification of a Lease if the amendment or modification contains no provision which, had the provision been included in the original Lease, would require Lender's prior written consent. Borrower . (iv) Lender's prior written consent shall not without Lender’s prior written consent, enter into, terminate be required in connection with any sublease or otherwise modify, or consent to any assignment or subletting under, of any Lease that is any if either (a)(1) the assignee or subtenant meets the requirements of Section 7.4(A), and (2) the proposed use of the following: (i) a Material Lease (as Project by such term is defined in assignee or subtenant does not involve the Senior Loan Documents entered into by Countrywideuse, the Countrywide Borrowers and the Countrywide Property Owners)storage, (ii) any other Lease where any processing, manufacture, transportation, disposal or release of the Senior Lenders’ prior consent is required under any of the Senior Loan DocumentsHazardous Substances, or (iiib) any Lease for any space within any such sublease or assignment does not require Borrower's consent under the terms of the Properties where Lease executed by Borrower in accordance with the demised premises represent more than ten percent (10%) terms of the leaseable space in the applicable Propertythis Agreement. C. Borrower shall promptly certify and deliver to Lender for Lender’s review and approval, true, correct and complete copies of such Leases, the rent roll, standard lease form, leasing guidelinesrolls, leasing reports, operating statements or other leasing information, once every calendar month and at such additional times information as Lender may from time to time request. Borrower shall promptly notify Lender of (i) any material tenant dispute, (ii) any material default by Borrower or the tenants under any of the Major Leases, (iii) any material adverse change in leasing activity for the Project, and (iv) any notice received by Borrower relating to any material default by Borrower under any Lease. D. With respect to any Major Lease, and if requested by Lender with respect to any other Lease, Borrower shall, within twenty (20) days after Lender's request, execute and deliver to Lender, and cause the tenants under the Leases (and any other party to, or guarantor of, the Leases) to execute and deliver to Lender, nondisturbance and attornment agreements and/or estoppel certificates, in form and substance reasonably satisfactory to Lender. E. As used herein, "Material Lease Provision" means a provision which materially increases the landlord's obligations under a Lease, which provides the tenant with material rights or recourse against the landlord or with the right to terminate the Lease, or which adversely affects Lender's security in the Lease. Without limiting the generality of the foregoing, each of the following shall constitute a Material Lease Provision: (i) any provision which affects Lender's rights with respect to the Lease, which affects the relative priority of the Lease and the Deed of Trust without Lender's consent, or which requires Lender to agree to or provide any nondisturbance agreement to the tenant; (ii) the grant of an option, right of first offer or refusal or other right to purchase all or any portion of the Project, (iii) the grant of an option, right of first offer or refusal or other right to lease any additional space in the Project at a rent less than market rent, (iv) the grant of any early termination option, (v) any provision which provides for the application of insurance or condemnation proceeds in a manner contrary to the Loan Documents, (vi) the grant of any offsets, or the agreement for the payment of any amounts by the landlord, if such offset or payment obligation would be applicable to any subsequent owner of the Project, including, without limitation any owner succeeding to the landlord's interest by foreclosure or a deed in lieu or in aid thereof, (vii) a limit to the expense reimbursements due from the tenant for increases in taxes or expenses, or (viii) an environmental, hazardous substance or other indemnification binding on the landlord that would be applicable to any subsequent owner of the Project, including, without limitation, any owner succeeding to landlord's interest by foreclosure or a deed in lieu or in aid thereof.

Leasing of Space. A. Unless otherwise approved by Lender in writing in advance, all Leases shall be entered into with bona fide third party tenants financially capable of performing their obligations thereunder and shall reflect arms-length transactions at the then current market rate for comparable space. Lender acknowledges its approval of the XM Radio Lease. Borrower shall perform all obligations required to be performed by it as landlord under any Lease. Borrower shall not allow any of the Property Owners, and shall not itself, accept any rent (however denominated) or other charges under any of the Leases more than one (1) month in advance without the prior written consent of Lender, except that any of the Property Owners may receive in advance a security deposit of one or more month’s rent if each of the Property Owners holds the same (i) in accordance with all applicable legal requirements and (ii) in a segregated account from which no withdrawals are made except to apply a tenant’s deposit to the payment of damages or the final month’s rent for which the tenant is liable under its Lease or to return such deposit to the appropriate tenant. All Leases shall satisfy all of the requirements applicable to such Lease contained in any of the Senior Loan Documentsadvance. B. Borrower shall notnot enter into, and shall not allow any of the Property Owners toor modify, materially modify or amend any Lease unless such Leaseamend, as so modified, would satisfy the requirements of the preceding Subsection 6.5 (A). Borrower will not, and will not allow any of the Property Owners, to terminate or accept a surrender or cancellation of of, any Lease, or consent to any assignment or subletting under any Lease, without Lender’s 's prior written consent. Borrower shall not without Lender’s prior written consent, enter into, terminate or otherwise modify, or consent to any assignment or subletting under, any Lease that is any of the following: except as follows: (i) a Material Borrower may terminate Leases other than Major Leases without Lender's prior written consent if Borrower would in good faith terminate such Lease (as such term is defined in the Senior Loan Documents entered into by Countrywide, the Countrywide Borrowers and the Countrywide Property Owners), ordinary course of its business. (ii) Lender's prior written consent shall not be required for any other new Lease (a) which is not a Major Lease, (b) which does not include any Material Lease Provisions, (c) where any the term of the Senior Lenders’ prior consent is required under Lease (including any options to extend the initial term of the Senior Lease) does not exceed ten (10) years, and (d) where the proposed use of the portion of the Project leased does not involve the use, storage, processing, manufacture, transportation, disposal or release of Hazardous Substances. (iii) Lender's prior written consent shall not be required for any amendment or modification of a Lease if the amendment or modification contains no Material Lease Provision. (iv) Lender's prior written consent shall not be required in connection with any sublease or assignment of any Lease if either (a)(1) the assignee or subtenant meets the requirements of SECTION 7.4(A), and (2) the proposed use of the Project by such assignee or subtenant does not involve the use, storage, processing, manufacture, transportation, disposal or release of Hazardous Substances in excess of, or to a greater extent than, the use permitted under such Lease (provided that the Lease is entered into in accordance with the terms of the Loan Documents), or (iiib) any Lease for any space within any such sublease or assignment does not require Borrower's consent under the terms of the Properties where Lease executed by Borrower in accordance with the demised premises represent more than ten percent (10%) terms of the leaseable space in the applicable Propertythis Agreement. C. Borrower shall promptly certify and deliver to Lender for Lender’s review and approval, true, correct and complete copies of such Leases, the rent roll, standard lease form, leasing guidelinesrolls, leasing reports, operating statements or other leasing information, once every calendar month and at such additional times information as Lender may from time to time reasonably request. Borrower shall promptly notify Lender of (i) any material tenant dispute under a Major Lease, (ii) any material default by Borrower or the tenants under any of the Major Leases, (iii) with respect to nonpublic companies, any material adverse change in the financial condition or ownership structure of a tenant under a Major Lease of which the Borrower has knowledge, and (iv) any notice received by Borrower relating to any material default by Borrower under any Major Lease. D. With respect to any Major Lease or Lease with an affiliate of Borrower, Borrower shall, within twenty (20) days after Lender's request, execute and deliver to Lender, and (i) cause the tenants (and any other party to, or guarantor of such Leases), to execute and deliver to Lender, nondisturbance and attornment agreements, in form and substance reasonably satisfactory to Lender, and (ii) use its reasonable good faith efforts to cause the tenants under Major Leases, to execute and deliver estoppel certificates, in form and substance reasonably satisfactory to Lender. With respect to any Lease other than a Major Lease or Lease with an affiliate of Borrower, if requested by Lender, Borrower shall, within twenty (20) days after Lender's request, execute and deliver and use its reasonable good faith efforts to cause the tenants thereunder (and any other party to, or guarantor of, the Leases) to execute and deliver to Lender, nondisturbance and attornment agreements and estoppel certificates, in form and substance reasonably satisfactory to Lender. E. As used herein, "MATERIAL LEASE PROVISION" means a provision which materially increases the landlord's obligations under a Lease, which provides the tenant with material rights or recourse against the landlord beyond the interest of the landlord in the Project, or with the right to terminate the Lease (other than reasonable and customary termination rights in comparable leases for comparable properties), or which materially and adversely affects Lender's security in the Lease. Without limiting the generality of the foregoing, each of the following shall constitute a Material Lease Provision: (i) any provision which affects the relative priority of the Lease and the Deed of Trust without Lender's consent, or which requires Lender to agree to or provide any nondisturbance agreement to the tenant; (ii) the grant of an option, right of first offer or refusal or other right to purchase all or any portion of the Project, (iii) the grant of an option, right of first offer or refusal or other right to lease any additional space in the Project at a rent less than market rent, (iv) the grant of any early termination option, (v) any provision which provides for the application of insurance or condemnation proceeds in a manner contrary to the Loan Documents, (vi) the grant of any offsets, or the agreement for the payment of any amounts by the landlord, if such offset or payment obligation would be applicable to any subsequent owner of the Project, including, without limitation any owner succeeding to the landlord's interest by foreclosure or a deed in lieu or in aid thereof, (vii) a limit to the expense reimbursements due from the tenant for increases in taxes or expenses, or (viii) an environmental, hazardous substance or other indemnification binding on the landlord that would be applicable to any subsequent owner of the Project, including, without limitation, any owner succeeding to landlord's interest by foreclosure or a deed in lieu or in aid thereof.