Common use of Ground Lease Clause in Contracts

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. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail With respect to the Ground Lease, Borrower shall cause Mortgage Borrower to (i) except to the extent reserved for by Mortgage Lender pursuant to Section 9.8 of the Mortgage Loan Agreement, pay any rentall rents, additional rent or rents and 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 sums required to be paid 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 applicableBorrower, as tenant under and pursuant to the related provisions of the Ground Lease, in (ii) diligently perform and observe all of the observance or performance terms, covenants and conditions of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryBorrower, as applicabletenant thereunder, to be observed or performed (unless waived in writing iii) promptly notify Lender of the giving of any written notice 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 Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such Ground Lease to terminate without notice within two (2) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or action by insolvency proceeding of the ground lessor under such any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within two (2) Business Days of Mortgage Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Mortgage Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall not (and shall not permit Mortgage Borrower to), without the prior consent of Lender, (w) take any action or fail to take any action which would entitle such ground lessor to terminate such Ground Lease and result in 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 surrender of the leasehold estate created by any the Ground Lease to be surrendered or any the termination or cancellation of the Ground Lease to be terminated Lease, (x) modify, change, supplement, alter or canceled for any reason amend the Ground Lease, either orally or under any circumstances whatsoever in writing, or (ey) permit any of vacate the terms, covenants or conditions of any premises upon the land underlying the 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 AgreementLease.

Ground Lease. Borrower 8.1 Mortgagor shall not (or perform all of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor shall not cause or permit Mortgage Borrower or enforce the obligations of the lessor under the Ground Lease Subsidiary, as applicable, to(the “Ground Lessor”) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable the end that Mortgagor may enjoy all of the rights granted to it 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 and shall promptly notify Mortgagee of any event of default (beyond any applicable noticegrace, grace notice or cure periods) period by any Mortgage Borrower or the Ground Lease Subsidiary, as applicable, as tenant under the related Ground LeaseLessor that Mortgagor becomes aware of, in the performance or 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 and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of any this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, 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, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent void and of Lender except as otherwise may be permitted by this Agreementno force and effect.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay The Borrower shall not, and shall not permit 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)Credit Facility Guarantor to, (bi) permit to occur surrender 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 terminate or cancel any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any without the prior written consent of the termsAdministrative Agent and the Required Lenders; (ii) without the Administrative Agent's prior written consent, covenants cause, agree to, or conditions permit to occur any subordination, or consent to the subordination of, such Ground Lease to any mortgage, deed of trust or other Lien encumbering (or that may in the future encumber) the estate of the lessor under the Ground Lease in any premise(s) demised to the Borrower or such Credit Facility Guarantor under a Ground Lease (other than a subordination or consent to subordination expressly required by the terms of the Ground Lease); (iii) grant any consent, approval or waiver under, or agree to any termination, cancellation or modification of any Ground Lease to be materially modifiedLease, materially changedin each case, materially supplemented, materially altered, or materially amended without the prior written consent of Lender except as otherwise may the Administrative Agent and, in the case of any material consent, approval, waiver or modification, the prior written consent of the Required Lenders, except, with respect to the One Westwood Leasehold Interest, where the collateral for the Loans consists of both the leasehold and entire fee interests in the One Westwood Leasehold Interest covered by such Ground Lease and such consent, approval, waiver or modification has no Material Adverse Effect on the Lenders or on the security interests in such One Westwood Leasehold Interest held for their benefit. Any such surrender of the leasehold estate created by such Ground Lease or termination, cancellation or Modification of such Ground Lease not permitted pursuant to the foregoing terms of this Section 7.13(a) shall be permitted by this Agreementvoid ab initio and of no force and effect.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or and, for so long as Ground Lease SubsidiarySubsidiary is the lessee under the Ground Lease, as applicable, toshall cause Ground Lease Subsidiary to not) (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. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail With respect to the Ground Lease, Borrower shall (i) except to the extent reserved for by Lender pursuant to Section 9.8 hereof, pay any rentall rents, additional rent or rents and 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 sums required to be paid 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 applicableBorrower, as tenant under and pursuant to the related provisions of the Ground Lease, in (ii) diligently perform and observe all of the observance or performance terms, covenants and conditions of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryBorrower, as applicabletenant thereunder, to be observed or performed (unless waived in writing iii) promptly notify Lender of the giving of any written notice 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 Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such Ground Lease to terminate without notice within two (2) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or action by insolvency proceeding of the ground lessor under such any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within two (2) Business Days of Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall not, without the prior consent of Lender, (w) take any action or fail to take any action which would entitle such ground lessor to terminate such Ground Lease and result in 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 surrender of the leasehold estate created by any the Ground Lease to be surrendered or any the termination or cancellation of the Ground Lease to be terminated Lease, (x) modify, change, supplement, alter or canceled for any reason amend the Ground Lease, either orally or under any circumstances whatsoever in writing, or (ey) permit any of vacate the terms, covenants or conditions of any premises upon the land underlying the 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 AgreementLease.

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 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. Borrower shall not In the event that at any time the Land upon which the Building is constructed is leased by Landlord pursuant to a lease (or shall not cause or permit Mortgage Borrower or hereinafter referred to as the "Ground Lease") from the owner of such Land, as lessor, to Landlord, as lessee, then no termination of the Ground Lease Subsidiarynor the institution of any suit, as applicableaction, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable proceeding by the lessor under any the Ground Lease as and when such rent or other charge is due (unless waived in writing by seeking to terminate 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 shall result in a cancellation or termination of this Lease or Tenant's obligations hereunder. Tenant covenants and agrees that if by reason of a default 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 leasehold estate in the demised premises are terminated, the Tenant will attorn to the related Mortgage Borrower then holder of the reversionary interest in the demised premises or Ground Lease Subsidiaryto anyone who shall succeed to the interest of Landlord, or to the lessee of a new underlying lease entered into pursuant to the provisions of such underlying lease, and will recognize such holder, and/or such successor in interest to Landlord and/or such lessee, as applicableTenants Landlord under this Lease. Tenant agrees to execute and deliver, as tenant thereunder (unless waived at any time and from time to time, upon the request of Landlord or of the lessor under any such underlying lease any instrument which may be necessary or appropriate to evidence such attornment. Tenant further waives the provision of any statute or rule of law now or hereafter in writing effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the demised premises in the event any proceeding is brought by the ground lessor under such Ground Lease)any underlying lease to terminate the same, (d) permit the leasehold estate created and agrees that this Lease shall not be affected in any way whatsoever 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 Agreementsuch proceeding.

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 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. Subject to any notice and cure rights benefitting Borrower as set forth in the Ground Lease, if (A) Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay in the payment of any rent, additional rent or other charge mentioned in or made payable under any by the Ground Lease as and when such rent or other charge is due payable (unless waived in writing by the ground lessor landlord under such the Ground Lease), (bB) permit to there shall occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, to be observed or performed (unless waived in writing by the ground lessor landlord under such the Ground Lease), (cC) permit if any one or more of the events referred to in any the Ground Lease to shall occur which would cause such the Ground Lease to terminate without notice or action by the ground lessor landlord under such the Ground Lease or which would entitle such ground lessor the landlord to terminate such the Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant thereunder (unless waived in writing by the ground lessor landlord under such the Ground Lease), (dD) permit if the leasehold estate created by any the Ground Lease to shall be surrendered or any the Ground Lease to shall be terminated or canceled for any reason or under any circumstances whatsoever or (eE) permit if any of the terms, covenants or conditions of any the Ground Lease to shall in any manner 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.of if Borrower fails to exercise any renewal options under the Ground Lease. 72 ny-1258385

Ground Lease. If (i) Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay in the payment of any rent, additional rent or other charge mentioned in or made payable under any by the Ground Lease after the expiration of any notice or cure period as and when such rent or other charge is due provided for in the Ground Lease (unless waived in writing by the ground lessor under such Ground LeaseLessor), (bii) permit to there shall occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, to be observed or performed after the expiration of any notice or cure period as provided for in the Ground Lease (unless waived in writing by the ground lessor under such Ground LeaseLessor), (ciii) permit if any one or more of the events referred to in any the Ground Lease to shall occur which would cause such the Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease Lessor or which would entitle such ground lessor the Ground Lessor to terminate such the Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant thereunder (unless waived in writing by the ground lessor under such Ground LeaseLessor), (div) permit if the leasehold estate created by any the Ground Lease to shall be surrendered or any the Ground Lease to shall be terminated or canceled for any reason or under any circumstances whatsoever or (ev) permit if any of the terms, covenants or conditions of any the Ground Lease to shall in any manner 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.