Common use of Borrower’s Acquisition of Fee Estate Clause in Contracts

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Indebtedness remains unpaid, shall be the owner and holder of the fee title to the Ground Lease Property subject to the Ground Lease, the Lien of the Security Agreement shall be spread to cover Borrower’s fee title to the Ground Lease Property and said fee title shall be deemed to be included in the Ground Lease Property. Borrower agrees, at its sole cost and expense, including, without limitation, Lender’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary to subject its fee title to the Ground Lease Property to the lien of the Security Agreement; and (ii) provide a title insurance policy which shall insure that the lien of the Security Agreement is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to the Ground Lease Property. Notwithstanding the foregoing, if the Ground Lease is for any reason whatsoever terminated prior to the natural expiration of its term, and if, pursuant to any provisions of the Ground Lease or otherwise, Lender or its designee shall acquire from the landlord thereunder another lease of the Ground Lease Property, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Indebtedness Debt remains unpaid, shall be the owner and holder of the fee title to the Ground Lease Property subject to the Ground LeaseProperty, the Lien lien of the Security Agreement Instrument shall be spread to cover Borrower’s fee title to the Ground Lease Property and said fee title shall be deemed to be included in the Ground Lease PropertyProperty without any further action. In such event, Borrower agrees, at its sole reasonable cost and expense, including, including without limitation, limitation Lender’s reasonable attorneys’ fees, to (ia) execute any and all documents or instruments necessary to subject its fee title to the Ground Lease Property to the lien of the this Security AgreementInstrument; and (iib) provide a title insurance policy which shall insure that the lien of the Security Agreement Instrument is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to the Ground Lease Property. Notwithstanding the foregoing, if the Ground Lease is for any reason whatsoever terminated prior to the natural expiration of its term, and if, pursuant to any provisions of the Ground Lease or otherwise, Lender or its designee shall acquire from the landlord Ground Lessor thereunder another lease of the Ground Lease Property, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Indebtedness Debt remains unpaid, shall be the owner and holder of the fee title to the Ground Lease Property subject to the Ground LeaseProperty, the Lien liens of the Security Agreement Mortgage and Second Mortgage shall be spread to cover Borrower’s 's fee title to the Ground Lease Property and said fee title shall be deemed to be included in the Ground Lease Property. Borrower agrees, at its sole cost and expense, including, including without limitation, limitation Lender’s 's reasonable attorneys’ ' fees, to (ia) execute any and all documents or instruments reasonably necessary to subject its fee title to the Ground Lease Property to the lien liens of the Security AgreementMortgage and Second Mortgage; and (iib) provide a title insurance policy policy, or endorsement thereto, which shall insure that the lien of the Security Agreement Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s 's fee title to the Ground Lease Property and the lien of the Second Mortgage is a second lien on Borrower's fee title to the Lease Property. Notwithstanding the foregoing, if the Ground Lease is for any reason whatsoever terminated prior to the natural expiration of its term, and if, pursuant to any provisions of the Ground Lease or otherwise, Lender or its designee shall acquire from the landlord Ground Lessor thereunder another lease of the Ground Lease Property, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Indebtedness Debt remains unpaidunpaid or prior to the defeasance in full of the Loan, shall be the owner and holder of the fee title to the Ground Lease Property subject to the Ground LeaseLeased Premises, the Lien lien of the this Security Agreement Instrument shall be spread to cover Borrower’s fee title to the Ground Lease Property Leased Premises and said fee title shall be deemed to be included in the Ground Lease Property. Borrower agrees, at its sole cost and expense, including, including without limitation, limitation Lender’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary to subject its fee title to the Ground Lease Property Leased Premises to the lien of the this Security Agreement; and (ii) provide a title insurance policy which shall insure that the lien of the Security Agreement is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to the Ground Lease PropertyInstrument. Notwithstanding the foregoing, if if, while any portion of the Obligations are outstanding and unpaid, the Ground Lease is for any reason whatsoever terminated prior to the natural expiration of its term, and if, pursuant to any provisions of the Ground Lease or otherwise, Lender or its designee shall acquire from the landlord thereunder another lease of the Property which is intended to be in substitution for and replacement of the Ground Lease PropertyLease, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby, unless and until the Obligations are paid in full, in which event Lender shall assign to Borrower all of its right, title and interest in, to and under such substitute lease.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Indebtedness Debt remains unpaid, shall be the owner and holder of the fee title to that portion of the Ground Lease Property subject to the Ground Lease, the Lien of the Security Agreement Mortgage shall be spread to cover Borrower’s fee title to such portion of the Ground Lease Property and said fee title shall be deemed to be included in the Ground Lease Property. Borrower agrees, at its sole cost and expense, including, including without limitation, limitation Lender’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary to subject its fee title to such portion of the Ground Lease Property to the lien of the Security AgreementMortgage; and (ii) provide a title insurance policy which shall insure that the lien of the Security Agreement Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to such portion of the Ground Lease Property. Notwithstanding the foregoing, if the Ground Lease is for any reason whatsoever terminated prior to the natural expiration of its term, and if, pursuant to any provisions of the Ground Lease or otherwise, Lender or its designee shall acquire from the landlord thereunder another lease of the Ground Lease Property, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created therebythereby so long as any part of the Debt remains outstanding.