Common use of Major Leases Clause in Contracts

Major Leases. (i) Subject to clause (iii) below, no Borrower shall enter into a proposed Major Lease or a proposed renewal, extension or modification of an existing Major Lease without the prior written consent of the Administrative Agent. (ii) Provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall not be subject to the prior written approval of the Administrative Agent provided (i) the proposed lease would not be a Major Lease or the existing Lease as amended or modified or the renewal Lease would not be a Major Lease and (ii) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall be written substantially in accordance with the standard form of Lease which shall have been approved in writing by the Administrative Agent, (B) shall provide for net effective rental rates comparable to existing local market rates, (C) with respect to non-residential leases (or proposed non-residential Leases), shall provide for automatic self-operative subordination to the Mortgage, (D) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the rights of the Administrative Agent or any Lender under the Loan Documents in any material respect, and (E) shall have a term (together with all extensions and renewal options) of not less than six (6) months nor more than two (2) years. Upon the Administrative Agent’s request, the Borrower Representative shall deliver to the Administrative Agent copies of all Leases which are entered into pursuant to the preceding sentence together with each applicable Borrower’s certification that it has satisfied all of the conditions of the preceding sentence within ten (10) days after the Administrative Agent’s request for a copy of such Lease. (iii) The Borrowers shall not permit or consent to any assignment or sublease of any Major Lease without the Administrative Agent’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the applicable Borrower). The Administrative Agent may, at its option and at the Borrowers’ sole cost and expense, execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease that is a Major Lease approved in writing by the Administrative Agent upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to the Administrative Agent. (iv) The Borrowers shall have the right, without the consent or approval of the Administrative Agent, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default or (ii) is commercially reasonable, as determined by the applicable Borrower in good faith.

Major Leases. (i) Subject to clause (iii) below, no Borrower shall enter into a proposed Major Lease or a proposed renewal, extension or modification of an existing Major Lease without the prior written consent of the Administrative Agent.. ​ ​ (ii) Provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall not be subject to the prior written approval of the Administrative Agent provided (i) the proposed lease would not be a Major Lease or the existing Lease as amended or modified or the renewal Lease would not be a Major Lease and (ii) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall be written substantially in accordance with the standard form of Lease which shall have been approved in writing by the Administrative Agent, (B) shall provide for net effective rental rates comparable to existing local market rates, (C) with respect to non-residential leases (or proposed non-residential Leases), shall provide for automatic self-operative subordination to the Mortgage, (D) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the rights of the Administrative Agent or any Lender under the Loan Documents in any material respect, and (E) shall have a term (together with all extensions and renewal options) of not less than six (6) months nor more than two (2) years. Upon the Administrative Agent’s request, the Borrower Representative shall deliver to the Administrative Agent copies of all Leases which are entered into pursuant to the preceding sentence together with each applicable Borrower’s certification that it has satisfied all of the conditions of the preceding sentence within ten (10) days after the Administrative Agent’s request for a copy of such Lease.. ​ (iii) The Borrowers shall not permit or consent to any assignment or sublease of any Major Lease without the Administrative Agent’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the applicable Borrower). The Administrative Agent may, at its option and at the Borrowers’ sole cost and expense, execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease that is a Major Lease approved in writing by the Administrative Agent upon request, with such commercially reasonable changes as may be requested by such Tenants and which are acceptable to the Administrative Agent.. ​ (iv) The Borrowers shall have the right, without the consent or approval of the Administrative Agent, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default or (ii) is commercially reasonable, as determined by the applicable Borrower in good faith.. ​

Major Leases. (i) Subject to clause (iii) below, no No Borrower shall will enter into a proposed or modify or amend any Major Lease or a proposed renewal, extension or modification in respect of an existing Major Lease any Borrowing Base Property without the prior written consent of the Administrative Agent. (ii) Provided that no Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall such consent not to unreasonably be subject withheld. The Administrative Agent will be deemed to the prior written approval of have consented to a Borrower entering into or modifying or amending a Major Lease if the Administrative Agent provided (i) the proposed lease would has not be a Major Lease or the existing Lease as amended or modified or the renewal Lease would not be a Major Lease and (ii) the Lease as amended or modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall be written substantially in accordance with the standard form of Lease which shall have been approved in writing by advised the Administrative Agent, (B) shall provide for net effective rental rates comparable to existing local market rates, (C) with respect to non-residential leases (or proposed non-residential Leases), shall provide for automatic self-operative subordination to the Mortgage, (D) shall not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the rights of Borrower that the Administrative Agent is not consenting to such Borrower entering into or any Lender under modifying or amending, as the Loan Documents in any material respectcase may be, and such Major Lease within seven (E7) shall have a term (together with all extensions and renewal options) of not less than six (6) months nor more than two (2) years. Upon the Administrative Agent’s request, the Borrower Representative shall deliver to Business Days after the Administrative Agent copies of all Leases which are entered receives a written request from the Administrative Borrower to consent to such Borrower entering into pursuant to or modifying or amending, as the preceding sentence case may be, such Major Lease, together with each applicable Borrower’s certification that it has satisfied all of the conditions of the preceding sentence within ten (10) days after the Administrative Agent’s request for a copy of such Lease. (iii) The Borrowers shall not permit or consent to any assignment or sublease of any Major Lease without and any proposed modifications or amendments thereto and such credit information on the proposed tenant and such other information regarding such Major Lease (or the modification or amendment thereof) and the tenant (or proposed tenant) thereunder as the Administrative Agent’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of the applicable Borrower)Agent may reasonably request. The Administrative Agent may, at its option and at the Borrowers’ sole cost and expense, execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Lease that is a Major Lease approved in writing Any request delivered by the Administrative Agent upon request, with Borrower pursuant to this Section 6.12 shall contain in boldface type at the beginning of such commercially reasonable changes as may be requested by such Tenants and which are acceptable request text to the Administrative Agentfollowing effect: “THIS REQUEST IS MADE PURSUANT TO SECTION 6.12 OF THE CREDIT AGREEMENT AMONG HSH NORDBANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, THE LENDERS IDENTIFIED THEREIN, CORNERSTONE OPERATING PARTNERSHIP, L.P., AS ADMINISTRATIVE BORROWER, THE OTHER BORROWERS IDENTIFIED THEREIN AND THE GUARANTORS IDENTIFIED THEREIN WITH RESPECT TO APPROVAL OF A PROPOSED [MODIFICATION OR AMENDMENT TO A] MAJOR LEASE BETWEEN [APPLICABLE BORROWER NAME] AND [LESSEE’S NAME]. FAILURE TO RESPOND WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF THIS REQUEST SHALL BE DEEMED TO BE A CONSENT TO SUCH [MODIFICATION OR AMENDMENT TO SUCH ] MAJOR LEASE. (iv) The Borrowers shall have the right, without the consent or approval of the Administrative Agent, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (i) by reason of a tenant default or (ii) is commercially reasonable, as determined by the applicable Borrower in good faith.”