Ground Lessor Clause Samples

Ground Lessor. To the full extent permitted by law, Ground Lessor hereby agrees to indemnify and hold harmless Ground Lessee and Ground Lessee Parties from and against all claims, charges, liabilities, obligations, penalties, causes of actions, liens, damages, costs and expenses, including reasonable attorneys’ fees, to the extent arising from the negligence or intentional misconduct of Ground Lessor Parties occurring at the Premises. Ground Lessor’s liability and obligations under this Section 29.3 shall survive any termination or expiration of this Lease. The foregoing provisions shall not be construed to make Ground Lessor responsible for loss, damage, liability or expense to the extent caused by the negligence or willful misconduct of Ground Lessee. Section 17.3 above provides the exclusive indemnity with respect to Hazardous Substances and this Section 29 shall not apply to such claims.

Ground Lessor. 19 Ground Lessor's Release Rights ......... 19

Ground Lessor. 21 Ground Lessor's Release Rights.....................21 Ground Sublessee...................................21 Ground Sublessor...................................21 Guarantor..........................................

Ground Lessor. Ground Lessor's sole business is to acquire the Sites and neighboring properties, ground lease the Sites pursuant to the Ground Lease, mortgage the Sites pursuant to the Lessee and Ground Lessor Mortgage, sell and/or develop such neighboring properties and otherwise to engage in activities incidental to the foregoing.

Ground Lessor. [insert name of Buyer under the Fee Interest Purchase Agreement or its permitted assignee] By:________________________________ Name: _____________________________ Title: ______________________________ Dated: ______________________________ COMMONWEALTH OF MASSACHUSETTS COUNTY OF ______________ On this ____ day of _________, 201_, before me, the undersigned notary public, personally appeared ____________, proved to me through satisfactory evidence of identification, which was personal knowledge, to be the person whose name is signed on the preceding page or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose and in his capacity aforesaid. __________________________________________ Notary Public Signature and Seal Print Name: __________________________ My commission expires: ________________ For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated ____________, 2012 between Grantor and Senior Housing Properties Trust, a Maryland real estate investment trust (as amended and assigned from time to time, the “Purchase Agreement”) PACIFIC OFFICE PROPERTIES TRUST (▇▇▇▇ AVENUE) LLC, a Delaware limited liability company (“Grantor”), hereby sells, conveys, quitclaims and transfers to ____________________, a __________________ (“Grantee”), all of Grantor's right, title and interest, if any, in and to the personal property located on the real property described on Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”), including, without limitation, the personal property set forth on Exhibit “B” attached hereto and incorporated herein by this reference (the “Personal Property”), in “AS IS” and “WHERE IS” condition, without representation or warranty of any kind, except that the Personal Property is being conveyed free and clear of all liens and encumbrances. EXECUTED and to be made effective as of the date of the Closing, as said term is defined in the Purchase Agreement.

Ground Lessor. Ground Lessor shall have delivered to the Lessor and the Administrative Agent (1) a certificate of fact with respect to Ground Lessor from the Secretary of State of Texas, issued by such office no earlier than thirty (30) days prior to the Initial Advance Date, (2) a Responsible Officer’s Certificate of Ground Lessor, attaching and certifying as to (w) the corporate authority for the execution, delivery and performance by Ground Lessor of the Ground Lease, (x) its articles of incorporation, (y) its bylaws and (z) the incumbency and signature of persons authorized to execute and deliver on its behalf the Ground Lease and (3) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special real estate counsel to Ground Lessor, as to the matters set forth in Exhibit B-2, which opinion shall be reasonably acceptable in form and substance to the Lessor.

Ground Lessor. The current owner of the Building and the land upon which the Building is located.

Ground Lessor. Ground Lessor will not sell, transfer or convey the California Property or any of its rights or interests in the California Property or assign this Ground Lease or any rights or interests of Ground Lessor hereunder, except in accordance with the provisions of the Participation Agreement.

Ground Lessor. Penderbrook Community Association, Inc., a Virginia non-stock corporation, being the ground lessor under the Ground Lease.