Common use of Master Leases Clause in Contracts

Master Leases. (i) Borrowers have delivered to Lender a true, correct and complete copy of the Master Leases (including all amendments thereto and modifications thereof); (ii) The Master Garage Lease constitutes the legal, valid and binding obligation of Garage Borrower and is enforceable against the Operating Partnership. The Master Tower Lease constitutes the legal, valid and binding obligation of Tower Borrower and is enforceable against the Operating Partnership. No default exists, or with the passage of time or the giving of notice or both would exist, under either of the Master Leases; (iii) As of the date hereof, there have been no amendments or modifications to the terms of either of the Master Leases. (iv) The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in full; (v) No work is required to be performed by Borrowers and no contributions are required to be made to Borrowers by the Operating Partnership pursuant to either of the Master Leases, and all conditions precedent to Operating Partnership’s obligations under each of the Master Leases have been fully satisfied as of the date hereof; (vi) Each of the Master Leases (A) contains no purchase option or right of first refusal, (X) do not provide any party with the right to obtain a lien or encumbrance upon the Properties or any portion thereof, and (Y) provide that they are subordinate in all respects to the terms and provisions of the Mortgage; (vii) No Borrower shall amend, modify, renew, cancel or extend either or both of the Master Leases or transfer all or any portion of its interest therein, without the express written consent of Lender, which may be withheld in Lender’s sole discretion; and (viii) Borrowers shall make timely and appropriate changes to the “Rent” due under the Master Leases, and shall notify Operating Partnership of such changes in accordance with the terms of the Master Leases, such that, at all times, the “Rent” due each month shall be in compliance with Section 3.1.21 and Section 3.1.22 hereof.

Master Leases. (i) Borrowers have delivered to Lender a true, correct and complete copy of the Master Leases (including all amendments thereto and modifications thereof); (ii) The Master Garage Lease constitutes the legal, valid and binding obligation of Garage Mortgage Borrower and is enforceable against the Operating Partnership. The Master Tower Lease constitutes the legal, valid and binding obligation of Tower Mortgage Borrower and is enforceable against the Operating Partnership. No default exists, or with the passage of time or the giving of notice or both would exist, under either of the Master Leases; (iii) As of the date hereof, there have been no amendments or modifications to the terms of either of the Master Leases. (iv) The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in full; (v) No work is required to be performed by Mortgage Borrowers and no contributions are required to be made to Mortgage Borrowers by the Operating Partnership pursuant to either of the Master Leases, and all conditions precedent to Operating Partnership’s obligations under each of the Master Leases have been fully satisfied as of the date hereof; (vi) Each of the Master Leases (A) contains no purchase option or right of first refusal, (X) do not provide any party with the right to obtain a lien or encumbrance upon the Properties or any portion thereof, and (Y) provide that they are subordinate in all respects to the terms and provisions of the Mortgage; (vii) No Borrower shall Borrowers will cause Mortgage Borrowers not to amend, modify, renew, cancel or extend either or both of the Master Leases or transfer all or any portion of its interest therein, without the express written consent of Lender, which may be withheld in Lender’s sole discretion; and (viii) Borrowers shall will cause Mortgage Borrowers to make timely and appropriate changes to the “Rent” due under the Master Leases, and shall notify Operating Partnership of such changes in accordance with the terms of the Master Leases, such that, at all times, the “Rent” due each month shall be in compliance with Section 3.1.21 and Section 3.1.22 hereof.

Master Leases. Contemporaneously with the Closing, Seller, as lessee, and Purchaser, as lessor, will enter into three (i3) Borrowers have delivered master leases for certain space within the Shopping Center that is not subject to Lender a true, correct an Earn Out Lease (defined below) at the time of Closing (collectively referred to as the “Master Leases”). The general terms and complete copy provisions of each Master Lease is set forth on Exhibit “H” attached hereto and incorporated herein for all purposes. Seller’s obligations under the Master Leases will be secured by a guaranty (including all amendments thereto the “Master Lease Guaranty”) by Guarantor (defined below) and modifications thereof); an irrevocable letter of credit (iithe “Master Lease Letter of Credit”) The Master Garage Lease constitutes in the legal, valid amount of $1,500,000 having a three (3) year term and binding obligation of Garage Borrower otherwise issued by a financial institution and is enforceable against the Operating Partnershipin a form reasonably acceptable to Seller and Purchaser. The form of these Master Tower Lease constitutes the legalLeases, valid and binding obligation of Tower Borrower and is enforceable against the Operating Partnership. No default exists, or with the passage of time or the giving of notice or both would exist, under either of the Master Leases; (iii) As of the date hereof, there have been no amendments or modifications to the terms of either of Lease Guaranty and the Master Lease Letter of Credit will be agreed to between the Parties during the Inspection Period. Within fifteen (15) days after the Effective Date, Seller will submit to Purchaser the proposed Master Leases. (iv) , Master Lease Guaranty and Master Lease Letter of Credit. The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than Parties agree to work diligently and in good faith with one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in full; (v) No work is required another to be performed by Borrowers and no contributions are required to be made to Borrowers by the Operating Partnership pursuant to either of resolve any issues on such documents so that the Master Leases, Master Lease Guaranty and all conditions precedent to Operating Partnership’s obligations under each Master Lease Letter of Credit can be finalized on or before the expiration of the Master Leases have been fully satisfied as Inspection Period. Neither Party will unreasonably withhold, condition or delay its approval of the date hereof; (vi) Each proposed Master Leases, Master Lease Guaranty or Master Lease Letter of Credit, as modified by either Party and submitted for approval. In the Master Leases (A) contains no purchase option or right of first refusal, (X) event the Parties do not provide any party with the right agree to obtain a lien or encumbrance upon the Properties or any portion thereof, and (Y) provide that they are subordinate in all respects to the terms and provisions of the Mortgage; (vii) No Borrower shall amend, modify, renew, cancel or extend either or both of the Master Leases or transfer all or any portion of its interest therein, without the express written consent of Lender, which may be withheld in Lender’s sole discretion; and (viii) Borrowers shall make timely and appropriate changes to the “Rent” due under the Master Leases, Master Lease Guaranty and shall notify Operating Partnership Master Lease Letter of such changes in accordance with Credit on or before the terms expiration of the Master LeasesInspection Period, such that, at all times, then this Agreement will automatically terminate and the “Rent” due each month Xxxxxxx Money shall be in compliance with Section 3.1.21 returned to Purchaser, and Section 3.1.22 hereofthereafter neither Party shall have any further rights, remedies, or obligations hereunder except for the Post Termination Obligations which will survive termination.

Master Leases. Neither the Borrower nor any of the Restricted Subsidiaries shall (i) Borrowers have delivered to Lender a true, correct and complete copy amend or modify any of the Master Leases in any manner materially adverse to the Lenders taken as a whole (including all amendments thereto and modifications thereofas determined in good faith by the Borrower); , (ii) The grant any waiver or release (other than the release of landlords’ liens and security interests pursuant to Section 8.01(cc)) under or terminate any Master Garage Lease constitutes in any manner (if such granting or termination shall be materially adverse to the legal, valid and binding obligation of Garage Borrower and is enforceable against Lenders when taken as a whole (as determined in good faith by the Operating Partnership. The Master Tower Lease constitutes the legal, valid and binding obligation of Tower Borrower and is enforceable against the Operating Partnership. No default exists, Borrower)) or with the passage of time or the giving of notice or both would exist, under either of the Master Leases; (iii) As of the date hereofenter into any Severance Lease if, there have been no amendments or modifications after giving effect to such Severance Lease, the terms of either of the Master Leases. (iv) The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in full; (v) No work is required to be performed by Borrowers and no contributions are required to be made to Borrowers by the Operating Partnership pursuant to either of the Master Leases, and all conditions precedent to Operating Partnership’s obligations under each of the Master Leases have been fully satisfied as of the date hereof; (vi) Each of the Master Leases (A) contains no purchase option or right of first refusal, (X) do not provide any party with the right to obtain a lien or encumbrance upon the Properties or any portion provisions thereof, and when taken as a whole together with (Yx) provide that they are subordinate in all respects to of the terms and provisions of the Mortgage;Amended Initial Master Lease or, as applicable, such other Master Lease to which such Severance Lease relates, and (y) all of the terms and provisions of any other Severance Lease theretofore entered into pursuant to the Amended Initial Master Lease or, as applicable, such other Master Lease to which such Severance Lease relates, are materially adverse to the Lenders taken as a whole (as determined in good faith by the Borrower). (viii) No Borrower shall amend, modify, renew, cancel or extend either or both Section 10.08(a) of the Master Leases or transfer all or Credit Agreement is hereby amended by adding the following sentence at the end of the last sentence thereof: In connection with the release of the landlords’ liens on and security interests permitted under Section 8.01(cc), the Collateral Agent and/or the Administrative Agent, as applicable, is authorized to, at the Borrower’s request, enter into any portion of its agreement terminating an applicable intercreditor agreement relating to the property which is subject to such lien and security interest therein, without the express written consent of Lender, which may be withheld in Lender’s sole discretion; andso released. (viiij) Borrowers shall make timely and appropriate changes to the “Rent” due under the Master Leases, and shall notify Operating Partnership of such changes in accordance with the terms Section 11.18 of the Master Leases, such that, Credit Agreement is hereby amended by adding “; KYC Information” at all times, the end of the section heading and adding “Rentand the Beneficial Ownership Regulation” due each month shall be in compliance with Section 3.1.21 and Section 3.1.22 hereofat the end of the last sentence thereof.

Master Leases. 5.1. This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects limited by, and subject and subordinate to (i) Borrowers have delivered to Lender a true, correct and complete copy all of the Master Leases (including all amendments thereto and modifications thereof); (ii) The Master Garage Lease constitutes the legal, valid and binding obligation of Garage Borrower and is enforceable against the Operating Partnership. The Master Tower Lease constitutes the legal, valid and binding obligation of Tower Borrower and is enforceable against the Operating Partnership. No default exists, or with the passage of time or the giving of notice or both would exist, under either of the Master Leases; (iii) As of the date hereof, there have been no amendments or modifications to the terms of either of the Master Leases. (iv) The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in full; (v) No work is required to be performed by Borrowers and no contributions are required to be made to Borrowers by the Operating Partnership pursuant to either of the Master Leases, and all conditions precedent to Operating Partnership’s obligations under each of the Master Leases have been fully satisfied as of the date hereof; (vi) Each of the Master Leases (A) contains no purchase option or right of first refusal, (X) do not provide any party with the right to obtain a lien or encumbrance upon the Properties or any portion thereof, and (Y) provide that they are subordinate in all respects to the terms and provisions of the Mortgage; Master Leases, true and complete copies of which have been delivered to and reviewed by Sublessee, including, without limitation, the rules and regulations listed on Exhibit E attached to the Master Office Lease, (viiii) No Borrower shall amend, modify, renew, cancel or extend either or both of any and all amendments to the Master Leases or transfer supplemental agreements relating thereto hereafter made between Landlord and Sublessor, provided that such amendments or supplemental agreements shall have been made in accordance with Section 5.4 hereof, and (iii) any and all matters to which the tenancy of Sublessor, as tenant under the Master Leases, is or any portion of its interest therein, without the express written consent of Lender, which may be withheld subordinate. Sublessee shall in Lender’s sole discretion; and (viii) Borrowers shall make timely and appropriate changes to the “Rent” due no case have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Leases, and Sublessee hereby assumes all of Sublessor's obligations as Tenant under the Master Leases, insofar as such obligations pertain to the Premises. The foregoing provisions shall notify Operating Partnership be self-operative and no further instrument shall be necessary to effectuate such provisions unless required by Landlord or Sublessor, in which event Sublessee shall, upon demand by Landlord or Sublessor at any time and from time to time, execute, acknowledge and deliver to Sublessor and Landlord any and all such instruments that Sublessor or Landlord may reasonably require regarding such subordination. 5.2. Sublessee agrees that it shall neither act, nor omit to act, in such a manner as to result in a default under the Master Leases, provided that in no event shall Sublessee be responsible for acts and omissions of Sublessor or Sublessor's agents, employees or contractors. Except as otherwise specifically provided in this Sublease, (i) all of the terms, covenants, conditions and agreements which Sublessor is required to observe or perform with respect to the Premises as Tenant under the Master Leases are hereby incorporated herein by reference and Sublessee shall observe and perform all of such changes terms, covenants, conditions and agreements insofar as such terms, covenants, conditions and agreements pertain to the Premises, as if such terms, covenants, conditions and agreements were set forth herein at length, and (ii) Sublessor may exercise all of the rights, powers, privileges and remedies reserved to Landlord under the Master Leases to the same extent as if fully set forth herein at length, including, without limitation, all rights and remedies arising out of or with respect to any default by Sublessee in accordance with the payment of Rent hereunder or the observance or performance of the terms, covenants, conditions and agreements of this Sublease and the Master Leases. Notwithstanding the foregoing, any inconsistencies between the terms of the Master Leases incorporated by reference hereunder and the other terms of this Sublease shall be resolved in favor of such other terms of this Sublease, provided, however, that if such construction of terms would cause Sublessor to be in default under the terms of the Master Leases, then such inconsistency shall be resolved in favor of the Master Leases. 5.3. Sublessor agrees that it shall neither act, nor omit to act, in such a manner as to result in a default under the Master Leases, provided that in no event shall Sublessor be re- sponsible for acts and omissions of Sublessee or Sublessee's agents, employees or contractors. Provided that Sublessee is not then in default under the terms of this Sublease beyond any applicable grace periods, Sublessor agrees that, at all timesduring the Term hereof, without the “Rent” due each month prior written consent of Sublessee, Sublessor will not consent to a termination of the Master Leases (to the extent that Sublessor's consent is required pursuant to the Master Leases) or amend or modify the Master Leases in any way which would materially reduce, materially interfere with or otherwise materially impair any rights, powers or remedies of Sublessee, decrease in any material respect the obligations of Landlord or Sublessor which, under the terms of this Sublease, run to the benefit of Sublessee or increase the monetary obligations of Sublessee (unless required by Landlord as a condition to Landlord consenting to this Sublease) or increase in any material respect any other obligations of Sublessor for which Sublessee is responsible hereunder. 5.4. Sublessee hereby acknowledges that pursuant to Section 23 of the Master Office Lease, Landlord may require Sublessor under certain circumstances described therein either to elect to relocate from the premises being leased pursuant to the Master Office Lease to other premises of comparable size within the Corporate Center (as defined in the Master Office Lease), or to terminate the Master Office Lease in lieu of agreeing to such relocation. Nothing in this Sublease is intended or shall be construed to limit Sublessor's ability to make such election using its sole and absolute discretion. Sublessor shall notify Sublessee of its receipt of the Relocation Notice (as described in compliance the Master Lease) within three (3) days after receipt thereof. Sublessor shall notify Sublessee in writing within thirty (30) days after receipt of the Relocation Notice as to whether Sublessor shall elect to relocate to such premises or terminate the Master Office Lease. If Sublessor elects to relocate to such premises, upon such relocation Sublessor shall sublease a portion of such new premises to Sublessee (which new premises shall be of reasonably comparable size to the Premises and which shall be located within the Corporate Center). Use and occupancy by Sublessee of the new premises shall be under and pursuant to the same terms, conditions and provisions of this Sublease (provided that the Master Office Lease Percentage and the Master Storage Lease Percentage are adjusted accordingly pursuant to Section 3.1(a) hereof), and Sublessee shall execute any and all amendments to this Sublease as Sublessor shall deem necessary to effectuate the provisions of this Section 5.5. Sublessor shall, to the extent Sublessor receives reimbursement for such expenses from Landlord pursuant to Section 23 clauses (i) through (iii) of the Master Office Lease, pay such expenses of Sublessee in connection with any such relocation as are enumerated in said Section 3.1.21 and 23 clauses (i) through (iii). If Sublessor elects to terminate this Sublease, this Sublease shall terminate at 11:59 p.m. on the day immediately preceding the termination of the Master Office Lease or the relocation of such Premises, pursuant to Section 3.1.22 hereof23 of the Master Office Lease.

Master Leases. With respect to each Master Lease, each of the following is true or has been waived by Lender in writing following Lender's receipt of Rating Confirmation with respect thereto: (i) Borrowers have delivered to Lender a true, correct true and complete copy of the such Master Leases (including all amendments thereto Lease has been delivered to Lender, and modifications thereof)such Master Lease or a memorandum thereof has been duly recorded; (ii) The such Master Garage Lease constitutes permits the legalinterest of the lessee thereunder to be encumbered by the Deed of Trust and does not restrict the use of the Property by such lessee, valid its successors or assigns in a manner that would cause a Material Adverse Effect; (iii) such Master Lease may not be amended, modified, cancelled or terminated without the prior written consent of Lender, and binding obligation any such action without such consent is void; (iv) such Master Lease has an original term which expires one day after the termination of Garage Borrower the underlying Lease; (v) the base rental payable to lessor under such Master Lease is subject to increase and is enforceable against based on a percentage of percentage rent or a percentage of base and percentage rent in each case payable by the Operating Partnership. The Tenant under the underlying Lease; (vi) such Master Tower Lease constitutes the legal, valid and binding obligation of Tower Borrower and is enforceable against the Operating Partnership. No default existsnot subject to any liens or encumbrances superior to, or with of equal priority with, the Deed of Trust (other than the related lessor's fee interest); (vii) such Master Lease shall remain prior to any Lien upon the related fee interest now existing or that may hereafter be granted; (viii) such Master Lease is assignable by a holder of a mortgage encumbering the lessee's interest therein upon a foreclosure of such mortgage without the consent of the lessor thereunder; (ix) such Master Lease is in full force and effect and no default has occurred thereunder nor, to Borrower's knowledge, is there any existing condition which, but for the passage of time or the giving of notice or both both, would exist, result in a default under either the terms of the such Master LeasesLease; (iiix) As such Master Lease requires the lessor thereunder to give notice of any default by the date hereoflessee to a holder of a mortgage encumbering the lessee's interest therein; and such Master Lease further provides that no notice given thereunder is effective against such holder, there have unless a copy has been no amendments or modifications given to such holder in the terms of either of the manner described in such Master Leases. (iv) The Operating Partnership has not, as of the date hereof, paid Vacant Space Rent more than one (1) month in advance, and the Vacant Space Rent under either of the Master Leases has not been waived, released, or otherwise discharged or compromised. All Vacant Space Rents due and payable under each of the Master Leases have been paid in fullLease; (vxi) No work such Master Lease contains no restrictions on the identity of a leasehold mortgagee; (xii) a holder of a mortgage encumbering the lessee's interest therein is required permitted at least 30 days in addition to be performed by Borrowers and no contributions are required Borrower's applicable cure period to be made cure any default under such Master Lease which is curable after the receipt of notice of any such default before the lessor thereunder may terminate such Master Lease (and, where necessary, is permitted the opportunity to Borrowers by the Operating Partnership pursuant to either gain possession of the interest of the lessee under such Master LeasesLease through legal proceedings or to take other action so long as such holder is proceeding diligently); (xiii) in the case of any default which is not curable by a holder of a deed of trust or mortgage encumbering the lessee's interest therein, or in the event of the bankruptcy or insolvency of the lessee under such Master Lease, such holder has the right, following termination of the existing Master Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new lease with the lessor on the same terms as the existing Master Lease, and all conditions precedent to Operating Partnership’s obligations under each rights of the lessee under such Master Leases have been fully satisfied as of the date hereof; (vi) Each of the Master Leases (A) contains no purchase option or right of first refusal, (X) do not provide any party with the right to obtain a lien or encumbrance upon the Properties or any portion thereof, and (Y) provide that they are subordinate in all respects to the terms and provisions of the Mortgage; (vii) No Borrower shall amend, modify, renew, cancel or extend either or both of the Master Leases or transfer all or any portion of its interest therein, without the express written consent of Lender, which Lease may be withheld in Lender’s sole discretionexercised by or on behalf of such holder; and (viiixiv) Borrowers shall make timely and appropriate changes to the “Rent” due under the such Master Leases, and shall notify Operating Partnership of such changes in accordance with the terms of the Master Leases, such that, at all times, the “Rent” due each month shall be in compliance with Section 3.1.21 and Section 3.1.22 hereofLease does not impose any restrictions on subletting.