Common use of The Ground Lease Clause in Contracts

The Ground Lease. Subject to the express terms of the Loan Agreement, Borrower shall (a) 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 as and when such rent or other charge is payable, (b) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided and (c) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed and deliver to Lender a true copy of each such notice. Except as expressly permitted in the Loan Agreement, Borrower shall not, without the prior consent of Lender, 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, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all of the rights, privileges and prerogatives of 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 (except as expressly permitted in the Loan Agreement), 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 without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Security Instrument, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of tenants, subtenants and other occupants under the Leases, Lender and any person designated by Lender shall have, and are hereby granted, the right to peaceably enter upon the Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably in good xxxxx xxxxx necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this Security Instrument. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said landlord to Borrower, as tenant under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Except as otherwise specifically required pursuant to the provisions of the Ground Lease, Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.

The Ground Lease. Subject to the express terms of the Loan Agreement, Borrower shall (ai) pay all rents, additional rents and other sums required to be paid by Borrower, as tenant, tenant under and pursuant to the provisions of the Ground Lease as and when such rent or other charge is payableLease, (bii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided and (ciii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease ground lessor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed and deliver to Lender a true copy of each such notice. Except as expressly permitted in the Loan Agreement, Borrower shall not, without the prior consent of Lender, 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, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all of the rights, privileges and prerogatives of 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 (except as expressly permitted in the Loan Agreement), 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 without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Security Instrument, and without waiving or releasing Borrower from any of its obligations hereunderLease, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, Borrower to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of tenants, subtenants and other occupants under the Leases, Lender and any person designated by Lender shall have, and are hereby granted, the right to peaceably enter upon the Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably in good xxxxx xxxxx necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees shall exercise each individual option, if any, to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender, together with interest thereon from extend or renew the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this Security Instrument. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said landlord to Borrower, as tenant under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Except as otherwise specifically required pursuant to the provisions of the Ground Lease, Borrower will not subordinate or consent to the subordination term of the Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtainedoption may be exercised.

The Ground Lease. Subject to the express terms of the Loan Agreement, Borrower shall (a) 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 as and when such rent or other charge is payable, (bi) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant landlord thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided observed, and (cii) promptly notify Lender of the giving of any written notice by the landlord Ground Tenant under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant landlord thereunder, to be performed or observed observed, and deliver to Lender a true copy of each such notice. Except as expressly permitted in the Loan Agreement, Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by the Ground Lease or assign, terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the payment and performance of the Debt Obligations and for the performance and observance of the terms, covenants and conditions of this the Security Instrument, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant landlord under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to assign, terminate, cancel, modify, change, supplement, alter or amend the Ground Lease (except as expressly permitted in the Loan Agreement)any material respect, and any such surrender of the leasehold estate created by the Ground Lease or assignment, termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant landlord thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this the Security Instrument, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations Obligations hereunder, to the fullest extent permitted under the Ground Lease, Lender shall have the rightright (upon the expiration of any of Borrower’s notice and cure rights under the Ground Lease [other than in the case of (x) an emergency or (y) imminent risk to the Property or Lender’s Collateral under the Loan Documents in which cases Lender may act prior to the expiration of any applicable notice or cure rights of Borrower under the Ground Lease, and/or (z) during the existence of an Event of Default]), but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant landlord thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, act or the taking of any such action. In any such event, subject to the rights of tenantsTenants, subtenants and other occupants under the LeasesLeases or of parties to any REA, Lender and any person Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to peaceably enter upon the Property at any time reasonable time, on reasonable notice (which may be given verbally) and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably in good xxxxx xxxxx deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Leasepurpose. Borrower hereby agrees to pay to Lender within five (5) Business Days days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this the Security Instrument. If the landlord Ground Tenant under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said landlord Ground Tenant to Borrower, as tenant landlord under the Ground Lease, such notice shall constitute full protection to Lender for any reasonable action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Except Notwithstanding the foregoing, so long as otherwise specifically required pursuant no Default or Event of Default then exists, Lender shall not unreasonably withhold, condition or delay its consent with respect to the provisions of the approving any Ground Lease, Borrower will not subordinate Lease related transaction described in Section 4.1.16 above (other than assignments or consent to the subordination any termination or cancellation of the Ground Lease to any mortgagewhich shall, security deed, lease or other interest on or in the landlord’s interest in all or any part cases, remain subject to Lender’s sole and absolute prior approval) which is proposed by Borrower with respect to the Property so long as such proposed Ground Lease related transaction, (a) is ordinary and customary when considering the ownership and operation of the Property, unless(b) will not materially interfere with the benefits of the security intended to be provided by the Security Instrument and this Agreement, (c) will not materially and adversely affect the value of the Property, (d) will not impair the use or operations of the Property (as currently used), and (e) will not impair Borrower’s ability to pay its Obligations in each such casea timely manner. IN CONNECTION WITH ANY REQUEST WITH RESPECT TO A GROUND LEASE RELATED TRANSACTION MEETING THE CRITERIA OUTLINED ABOVE, the written consent of Lender shall have been first had and obtainedLENDER OR LENDER’S SERVICER, AS APPLICABLE, MUST GRANT OR WITHHOLD ITS APPROVAL IN A PROMPT AND REASONABLE TIME FRAME FOLLOWING ITS RECEIPT OF ANY REQUIRED MATERIALS RELATING TO THE PROPOSED GROUND LEASE RELATED TRANSACTION (I.E., LENDER OR LENDER’S SERVICER, AS APPLICABLE, MAY NOT UNREASONABLY DELAY THE TIMING OF THE APPROVAL PROCESS).

The Ground Lease. Subject to the express terms of the Loan Agreement, Borrower shall 2.18.1. The Mortgagor shall: (ai) pay all rents, additional rents and other sums required to be paid by Borrower, the Mortgagor as tenant, lessee under and pursuant to the provisions of the Ground Lease as and when such rent or other charge is payableLease, (bii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrowerthe Mortgagor, as tenant lessee thereunder, to be performed and observed prior observed, unless such performance or observance shall be waived or not required in writing by the lessor under the Ground Lease, to the expiration end that all things shall be done which are necessary to keep unimpaired the rights of any applicable grace period therein provided and the Mortgagor, as lessee, under the Ground Lease, (ciii) promptly notify Lender the Mortgagee in writing of any default by the Mortgagor under the Ground Lease in the performance or observance of any of the terms, covenants or conditions on the part of, respectively, the Mortgagor to be performed or observed under the Ground Lease, (iv) promptly notify the Mortgagee of the giving of any notice by the landlord lessor under the Ground Lease to Borrower the Mortgagor (other than notices customarily sent on a regular basis) and of any notice noting or claiming any default by Borrower the Mortgagor in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrowerthe Mortgagor, as tenant lessee thereunder, to be performed or observed and deliver to Lender the Mortgagee a true copy of each such notice. Except as expressly permitted notice (v) promptly notify the Mortgagee in the Loan Agreement, Borrower shall not, without the prior consent writing of Lender, surrender the leasehold estate created any request made by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend either party to the Ground Lease, in as the case may be, for arbitration proceedings pursuant to the Ground Lease and of the institution of any material respectarbitration proceedings, either orally or in writingas well as of all proceedings thereunder, and Borrower hereby assigns promptly deliver to Lenderthe Mortgagee a copy of the determination of the arbitrators in each such arbitration proceeding, it being acknowledged and agreed that the Mortgagee shall have the right to participate in such arbitration proceedings in association with the Mortgagor or on its own behalf as further security for an interested party, and (vi) furnish to the Mortgagee, within ten (10) days after demand, proof of payment of all items which are required to be paid by the Debt and for the performance and observance of the terms, covenants and conditions of this Security Instrument, all of the rights, privileges and prerogatives of Borrower, as tenant under Mortgagor pursuant to 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 (except as expressly permitted in the Loan Agreement), 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 without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Security Instrument, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of tenants, subtenants and other occupants under the Leases, Lender and any person designated by Lender shall have, and are hereby granted, the right to peaceably enter upon the Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably in good xxxxx xxxxx necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this Security Instrument. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said landlord to Borrower, as tenant under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Except as otherwise specifically required pursuant to the provisions of the Ground Lease, Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.