Common use of Restriction on Leases Clause in Contracts

Restriction on Leases. Except for the Guarantor Lease and as set forth below, Borrower shall not hereafter enter into any Lease or other rental or occupancy arrangement or concession agreement with respect to the Mortgaged Property or any portion thereof or otherwise permit any occupancy of the Mortgaged Property other than by Guarantor. Borrower shall not modify, amend or terminate any Lease, give any consents, waive any obligations under any leases or release any tenant of any Lease, without, in each instance, Lender’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Borrower shall perform and comply, in all material respects, with all of the landlord’s obligations under each Lease and shall not suffer or permit any material breach or default on the part of the landlord to occur thereunder. In addition to the Guarantor Lease, Guarantor shall have the right to enter into subleases with third parties for occupancy of the Improvements without Lender’s consent, provided that (i) any such sublease shall be subject and subordinate to the Liens in favor of Lender under this Agreement and (ii) all subleases, in the aggregate, shall be for (1) less than 50% of the leasable space of any single building and (2) less than 30% of the aggregate leasable improved space for the Mortgaged Property. Borrower shall provide Lender with written notice of any such permitted sublease prior to Guarantor entering into any such sublease. In no event will Borrower enter into any Capital Leases.

Restriction on Leases. Except for the Guarantor Lease and as set forth below, (A) Borrower shall not hereafter enter into into, modify, amend or terminate any Lease, Capital Lease or other rental or occupancy arrangement or concession agreement with respect to the Mortgaged Property or any portion thereof or otherwise permit any occupancy of the Mortgaged Property other than by Guarantor. Borrower shall not modify, amend or terminate any Lease, give any consents, waive any obligations under any leases or release any tenant of any Lease, without, in each instance, without Lender’s consent, such prior written consent not which consent shall be subject to be unreasonably withheld, conditioned or delayedLender’s sole discretion. Lender hereby consents to the Borrower entering into the Master Lease on the date hereof. (B) Borrower shall perform and comply, in all material respects, with all of the landlord’s obligations under the Master Lease and each other Lease and Capital Lease and shall not suffer or permit any material breach or default on the part of the landlord to occur thereunder. In addition . (C) Without limiting the restrictions set forth in Section 7.15 hereof, the Lender shall, within a reasonable time after written request therefore by Borrower, enter into a subordination, attornment and nondisturbance agreement, on Lender’s standard form and with such modifications as shall be reasonably acceptable to the Guarantor Lender, with any subtenant that is a Non-Customer (as defined in the Master Lease, Guarantor shall have ) of Master Lessee occupying premises of 5,000 rentable square feet or greater (other than an Affiliate of Borrower or Master Lessee) entering into a Sublease (as defined in the right to enter into subleases with third parties for occupancy of Master Lease) after the Improvements without Lender’s consentdate hereof, provided that (i) any Lender has approved the terms, form and substance of such sublease shall be subject and subordinate to the Liens in favor of Lender under this Agreement and Sublease, (ii) all subleasesthe Non-Customer under such Sublease is of a creditworthiness reasonably acceptable to Lender and (iii) the non-disturbance provision shall provide that, subject to Lender’s standard conditions, in the aggregate, event or foreclosure or a deed in lieu of foreclosure Lender and such Non-Customer shall be enter into a direct lease for (1) less than 50% the remaining term of the leasable space Sublease. All reasonable costs and expenses of any single building Lender in connection with the negotiation, preparation, execution, delivery and (2) less than 30% of the aggregate leasable improved space for the Mortgaged Property. Borrower shall provide Lender with written notice recordation of any such permitted sublease prior to Guarantor entering into any such sublease. In no event will agreement, including, without limitation, reasonable attorneys’ fees and disbursements shall be paid by Borrower enter into any Capital Leases(in advance, if requested by Lender).

Restriction on Leases. Except for as provided in Section 7.14, the Guarantor Borrower will not permit the Property Owner to become a party to, or agree to become a party to, any Lease and as set forth belowwithout the prior approval of the Agent, Borrower which approval shall not hereafter enter into any Lease or other rental or occupancy arrangement or concession agreement with respect to the Mortgaged Property or any portion thereof or otherwise permit any occupancy of the Mortgaged Property other than by Guarantor. Borrower shall not modify, amend or terminate any Lease, give any consents, waive any obligations under any leases or release any tenant of any Lease, without, in each instance, Lender’s consent, such consent not to be unreasonably withheld, conditioned or delayed. The Borrower shall perform and complynot permit the Property Owner to collect any rents, in all material respectsissues, with all profits, revenues, income or other benefits payable under any of the landlord’s obligations under each Lease and Leases more than one (1) month in advance (provided that the foregoing shall not suffer prohibit the collection of security deposits). The Borrower will not permit the Property Owner to amend, supplement or otherwise modify, or terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant under, any Lease, without the prior approval of the Agent. Notwithstanding anything herein to the contrary, (a) the Property Owner may, without the prior written consent of the Agent, terminate the Lease of any tenant of the Mortgaged Property which is not affiliated with the Property Owner, the Borrower, the Guarantor, the Managing Member or any Additional Pledgor and which provides for the payment of annual base or minimum rent of less than $1,000,000.00 and which is then in default, provided that such determination is made by the Property Owner in the normal course of business and is consistent with sound and customary leasing and management practices for similar properties, such termination shall not permit any material breach other tenant or default on the part occupant of the landlord Mortgaged Property to occur thereunder. In addition terminate its Lease or cease the operation of business from the Mortgaged Property or reduce or xxxxx rent, and such action shall not cause (with the passage of time or otherwise) a default under the Loan Documents, and (b) the Property Owner may, without the prior written consent of the Agent, supplement, modify (including, without limitation, deferring or adjusting rent) and/or consent to an assignment or sublease with respect to the Guarantor Lease, Guarantor shall have the right to enter into subleases with third parties for occupancy Lease of any tenant of the Improvements without Lender’s consentMortgaged Property which is not affiliated with the Property Owner, the Borrower, the Guarantor, the Managing Member or any Additional Pledgor, provided that (i) any such sublease shall be subject and subordinate to the Liens in favor floor area of Lender under this Agreement and the Lease involved is less than 50,000 rentable square feet, (ii) all subleasesthe Property Owner may not, in any 36 month period, amend, supplement or modify such Leases, or consent to an assignment or sublease with respect to such Leases covering more than 200,000 rentable square feet in the aggregate, (iii) the maximum aggregate amount of rent which at any time may be deferred or adjusted pursuant to this provision with respect to the Mortgaged Property shall not exceed $1,000,000.00, (iv) such action taken by the Property Owner is taken in the normal course of business and is consistent with sound and customary leasing and management practices for similar properties, and (v) such action shall not cause (with the passage of time or otherwise) a default under the Loan Documents. In the event that the consent of the Agent is required under this Section 8.6, the Agent shall be for deemed to have consented unless the Agent notifies the Borrower that such consent has not been granted within ten (110) less than 50% Business Days after the receipt by the Agent of all documents and informa- tion reasonably requested by the leasable space of any single building and (2) less than 30% of the aggregate leasable improved space for the Mortgaged PropertyAgent in order to make such determination. The Borrower shall provide Lender with written notice promptly furnish to the Agent copies of any such termination agreements or lease amendments which are permitted sublease prior to Guarantor entering into be made hereunder without the consent of the Agent. The Borrower will not, directly or indirectly, cause or permit to exist, or allow the Property Owner to cause or permit to exist, any such sublease. In no event will Borrower enter into condition which would result in the termination or cancellation of, or which would relieve the performance of any Capital Leasesobligations of any tenant under, any Lease.

Restriction on Leases. Except for the Guarantor Lease and as set forth below, Borrower shall not hereafter enter into any Lease or other rental or occupancy arrangement or concession agreement with respect to the Mortgaged Property or any portion thereof or otherwise permit any occupancy of the Mortgaged Property other than by Guarantor. Borrower shall not modify, amend or terminate any Lease, give any consents, waive any obligations under any leases or release any tenant of any Lease, without, in each instance, Lender’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Borrower shall perform and comply, in all material respects, with all of the landlord’s obligations under each Lease and shall not suffer or permit any material breach or default on the part of the landlord to occur thereunder. In , hi addition to the Guarantor Lease, Guarantor shall have the right to enter into subleases with third parties for occupancy of the Improvements without Lender’s consent, provided that (i) any such sublease shall be subject and subordinate to the Liens in favor of Lender under this Agreement and (ii) all subleases, in the aggregate, shall be for (1) less than 50% of the leasable space of any single building and (2) less than 3025% of the aggregate leasable leaseable improved space for the Mortgaged Property. Borrower shall provide Lender with written notice of any such permitted sublease prior to Guarantor entering into any such sublease. In no event will Borrower enter into any Capital Leases. Additionally, Guarantor shall have the right to assign the Guarantor Lease to a Person which is a wholly-owned and controlled subsidiary of Guarantor so long as Borrower and Guarantor provide not less than ten (10) Business Days notice of such proposed assignment together with evidence to establish the foregoing. No such sublease or assignment shall release Guarantor from its obligations under the Guaranty.

Restriction on Leases. Except for the Guarantor Lease and as set forth below, Borrower shall not hereafter enter into any Lease or other rental or occupancy arrangement or concession agreement with respect to the Mortgaged Property or any portion thereof or otherwise permit any occupancy of the Mortgaged Property other than by Guarantor. Borrower shall not modify, amend or terminate any Lease, give any consents, waive any obligations under any leases or release any tenant of any Lease, without, in each instance, Lender’s 's consent, such consent not to be unreasonably withheld, conditioned or delayed. Borrower shall perform and comply, in all material respects, with all of the landlord’s 's obligations under each Lease and shall not suffer or permit any material breach or default on the part of the landlord to occur thereunder. In addition to the Guarantor Lease, Guarantor shall have the right to enter into subleases with third parties for occupancy of the Improvements without Lender’s 's consent, provided that (i) any such sublease shall be subject and subordinate to the Liens in favor of Lender under this Agreement and (ii) all subleases, in the aggregate, shall be for (1) less than 50% of the leasable space of any single building and (2) less than 30% of the aggregate leasable improved space for the Mortgaged Property. Borrower shall provide Lender with written notice of any such permitted sublease prior to Guarantor entering into any such sublease. In no event will Borrower enter into any Capital Leases.