Ground Lease Clause Samples
A Ground Lease is a contractual agreement in which a tenant leases land from a property owner, typically for a long-term period, while retaining the right to develop or use the land as specified in the lease. Under this arrangement, the tenant may construct buildings or make improvements on the land, but ownership of the land itself remains with the landlord. This clause is commonly used in commercial real estate to allow tenants to invest in property development without purchasing the land, thereby allocating investment risk and clarifying long-term rights and responsibilities between the parties.
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Ground Lease. (a) Borrower will, and will cause Owner to, comply in all material respects with the terms and conditions of any Ground Lease. Borrower will not, and will not permit Owner to, do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair or tend to impair the security of the Premises under the Ground Leases or will be grounds for declaring a forfeiture of any Ground Lease. Borrower shall, and shall cause Owner to, promptly send copies of all notices of default which Owner may receive under any Ground Lease to Lender.
(b) Borrower shall, and shall cause Owner to, enforce the Ground Leases and not terminate, modify, cancel, change, supplement, alter or amend any Ground Lease, or waive, excuse, condone or in any way release or discharge any Ground Lessor of or from any of the material covenants and conditions to be performed or observed by such Ground Lessor.
(c) Lender shall have the right, but not the obligation, to perform any obligations of Borrower or Owner under the terms of any Ground Lease during the continuance of an Event of Default. All costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, shall be treated as an advance secured by this Agreement, shall bear interest thereon at the Default Rate from the date of payment by Lender until paid in full and shall be paid by Borrower to Lender during the continuance of an Event of Default on demand. No performance by Lender of any obligations of Borrower or Owner shall constitute a waiver of any Event of Default arising by reason of Borrower’s or Owner’s failure to perform the same. If Lender shall make any payment or perform any act or take action in accordance with this Section 2.36(c), Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action.
(d) Borrower shall cause Owner to exercise each individual option, if any, to extend or renew the term of any Ground Lease not less than thirty (30) days prior to the last day upon which any such option may be exercised (and in all events within five (5) days after demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised), and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option on behalf of Owner to so exercise such option if Borrower fails to cause Owner to exercise as herein ...
Ground Lease. Borrower hereby represents and warrants to Lender the following with respect to the Ground Lease:
Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.
Ground Lease. Tenant shall be permitted to assign and encumber its leasehold interest under the Ground Lease, in accordance with the terms of the Ground Lease, as security for debt financing for the Project. This Option shall not be recorded; however, a memorandum of the Ground Lease is expected to be recorded or memorialized in the appropriate office of public records, in accordance with the laws of the Commonwealth of Virginia. All costs of transfer and such recordation will be borne by ▇▇▇▇▇▇. The initial Base Rent, as defined in the Ground Lease, for the term of the Ground Lease shall be in an amount equal to Ten and 00/100 Dollars ($10.00
Ground Lease. Except as otherwise set forth in Schedule IX attached hereto, each of Borrower hereby represents and warrants to Lender the following with respect to each Ground Lease:
(a) Each Ground Lease (or a memorandum of such Ground Lease) has been duly recorded. Each Ground Lease permits the interest of the applicable Individual Mortgage Borrower or Maryland Owner, as applicable, to be encumbered by a mortgage, deed of trust, indemnity deed of trust or deed to secure debt (provided that the mortgage, deed of trust, indemnity deed of trust or deed to secure debt, as applicable, is at all times subject and subordinate to the Ground Lease) or the Ground Lessor has approved and consented to the encumbrance of the Ground Lease Property by the applicable Mortgage. There have not been amendments or modifications to the terms of the Ground Lease since recordation of the Ground Lease (or a memorandum thereof), with the exception of written instruments which have been recorded. No Ground Lease may be terminated, surrendered or amended without the prior written consent of Lender; provided that a Ground Lessor shall not be prevented from exercising its remedies in accordance with the related Ground Lease if the obligations of Individual Mortgage Borrower or Maryland Owner, as applicable, under the Ground Lease are not performed as provided in the Ground Lease.
(b) Except for the Permitted Encumbrances and other encumbrances of record, the applicable Individual Mortgage Borrower’s or Maryland Owner’s interest in the related Ground Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the applicable Mortgage other than the Ground Lessor’s related fee interest.
(c) Mortgage Borrower’s or Maryland Owner’s, as applicable, interest in the Ground Lease is assignable without the consent of Ground Lessor to Lender or Mortgage Lender, the purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure of the Lien of the Mortgage or transfer of Mortgage Borrower’s or Maryland Owner’s, as applicable, leasehold estate by deed or assignment in lieu of foreclosure. Thereafter, the Ground Lease is further assignable by such transferee and its successors and assigns without the consent of the applicable Ground Lessor.
(d) As of the date hereof, each Ground Lease is in full force and effect and no material default has occurred under any Ground Lease that is continuing and there is no exi...
Ground Lease. (a) Each Ground Lease contains the entire agreement of the Borrower or the applicable Subsidiary Guarantor and the applicable owner of the fee interest in such Unencumbered Property (the “Fee Owner”), pertaining to the Unencumbered Property covered thereby. With respect to Unencumbered Property subject to a Ground Lease, the Borrower and the applicable Subsidiary Guarantors have no estate, right, title or interest in or to the Unencumbered Property except under and pursuant to the Ground Lease or except as may be otherwise approved in writing by Agent. The Borrower has delivered a true and correct copy of the Ground Lease to the Agent and the Ground Lease has not been modified, amended or assigned, with the exception of written instruments that have been recorded in the applicable real estate records for such Unencumbered Property.
(b) The applicable Fee Owner is the exclusive fee simple owner of the Unencumbered Property, subject only to the Ground Lease and all Liens and other matters disclosed in the applicable title policy for such Unencumbered Property subject to the Ground Lease, and the applicable Fee Owner is the sole owner of the lessor’s interest in the Ground Lease.
(c) There are no rights to terminate the Ground Lease other than the applicable Fee Owner’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the Ground Lease.
(d) Each Ground Lease is in full force and effect and, to Borrower’s knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease (a “Ground Lease Default”) exists or has occurred on the part of a Borrower or a Subsidiary Guarantor or on the part of a Fee Owner under any Ground Lease. All base rent and additional rent, if any, due and payable under each Ground Lease has been paid through the date hereof and neither Borrower nor any Subsidiary Guarantor is required to pay any deferred or accrued rent after the date hereof under any Ground Lease. Neither Borrower nor a Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, or that any Fee Owner or any third party alleges the same to have occurred or exist.
(e) The Borrower or applicable Subsidiary Guarantor is the exclusive owner of the ground lessee’s interest under and pursuant to each Ground Lease and has not assigned, transferred or encumbered its interest in, to, or ...
Ground Lease. Reserved.
Ground Lease. The Borrower will promptly notify the Agent in writing of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease. The Borrower will promptly deliver to the Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Subsidiary Guarantor under a Ground Lease.
Ground Lease. (a) Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease (for the avoidance of doubt, Borrower hereby covenants and agrees that it shall cause Mortgage Borrower to pay 100% of all rents, additional rents and other sums due and payable under the Ground Lease notwithstanding the existence or obligations of any co-tenant thereunder (if any)), (ii) diligently perform and observe, in all material respects, all of the terms, covenants and conditions of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed, and (iii) promptly notify Agent of the receipt of any written notice given by the landlord under the Ground Lease to Borrower or Mortgage Borrower with respect to the Ground Lease Put or the Ground Lease ROFR and any notice of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, and deliver to Agent a true copy of each such notice within three (3) Business Days of receipt and (iv) promptly notify Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Agent a true copy of such notice within three (3) Business Days of Borrower’s or Mortgage Borrower’s receipt. Borrower shall not, and shall not permit Mortgage Borrower to, without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing. Subject to the rights of Mortgage Agent, Borrower hereby assigns to Agent, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Pledge Agreement, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Mortgage Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any respect, and any such surrender of the leasehold estate created by the Ground Lease or termination,...
Ground Lease. (a) Tower Company covenants that it shall not commit any act which would result in a default, non-renewal or nonconformance of the Ground Lease beyond any applicable notice or grace period. The SLA shall be subject to the continued existence and enforceability of the Ground Lease, provided, however, any termination or expiration of the Ground Lease which occurs as a result of any default, non-renewal or non-conformance by Tower Company under the terms of the Ground Lease, without the prior written consent of Carrier, shall be construed as an event of default under the terms of the SLA.
(b) In the event that the Ground Lease requires the Ground Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that Tower Company obtains such consent. The form and content of such consent shall be subject to Carrier's approval, not to be unreasonably withheld, delayed or conditioned.
(c) In the event that Tower Company loses its possessory right to a Site because of a termination or expiration of a Ground Lease which occurs during the term or any renewal term of the Ground Lease and not at or beyond the final renewal term if all renewal terms were exercised hereunder (including any agreed upon extension), Tower Company hereby grants to Carrier the option to purchase the Tower Facilities on the applicable Site (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.) such fair market value to be measured as though the Tower Facilities were to continue operation at the Tower Site. Such right and agreement does not waive any requirement or covenant that Tower Company must maintain the Site Lease in full force and effect and shall not commit any act which would result in a non-renewal, default or nonconformance of the Ground Lease beyond any applicable notice or grace period.
(d) Tower Company agrees to use reasonable efforts to deliver a nondisturbance and attornment agreement with the Ground Lessor for Carrier's continued possession of the Premises under the applicable SLA and/or the assumption and/or assignment of the Ground Lease to Carrier in the event that Tower Company elects to terminate the Ground Lease. Carrier acknowledges and agrees that the language provided in paragrap...