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 Debt remains unpaid, shall be the owner and holder of the fee title to that portion of the applicable Individual Property subject to the Ground Lease, the Lien of the Mortgage shall be spread to cover Borrower’s fee title to such portion of the Property and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for Borrower to acquire fee title to that portion of the Property subject to the Ground Lease. Borrower agrees, at its sole cost and expense, including without limitation Administrative Agent’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary to subject its fee title to such portion of the Property to the lien of the Mortgage; and (ii) provide a Title Insurance Policy which shall insure that the lien of the Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to such portion of the 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, Administrative Agent or its designee shall acquire from the landlord thereunder another lease of the Property, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby so long as any part of the Debt remains outstanding.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Debt Loan remains unpaid, shall be the owner and holder of the fee title to that portion of the applicable Individual Property Ground Lease Parcel subject to the Ground Lease, the Lien of the Mortgage shall be spread to cover Borrower’s 's fee title to such portion of the Property Ground Lease Parcel and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for Borrower to acquire fee title to that portion of the Property subject to the Ground LeaseLease Parcel. Borrower agrees, at its sole cost and expense, including without limitation Administrative Agent’s 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 Property Ground Lease Parcel to the lien of the Mortgage; and (ii) provide a Title Insurance Policy title insurance policy which shall insure that the lien of the Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s 's fee title to such portion of the PropertyGround Lease Parcel. 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, Administrative Agent Lender or its designee shall acquire from the landlord thereunder another lease of the PropertyGround Lease Parcel, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby so long as any part of the Debt remains outstandingthereby.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Debt remains unpaid, Borrower shall be become the owner and holder of the fee title to that portion of the applicable Individual Property subject to Premises or any other estate, title or interest in the property demised by the Ground LeaseLeases, or any part thereof, the Lien lien of the this Mortgage shall attach to, cover and be spread to cover Borrower’s a lien upon such fee title to such portion the Premises or other acquired estate, title or interest and the same shall thereupon be and become a part of the Property with the same force and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for Borrower to acquire fee title to that portion of the Property subject to the Ground Leaseeffect as if specifically encumbered herein. Borrower agrees, at its sole cost and expense, including including, without limitation Administrative Agentlimitation, payment by Borrower of Lender’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary which Lender may reasonably require to subject its the fee title to the Premises or such portion of the Property other acquired estate, title or interest to the lien of the this Mortgage; and (ii) provide a Title Insurance Policy title insurance policy which shall insure that the lien of the this Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s the fee title to the Premises or such portion of the 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, Administrative Agent or its designee shall acquire from the landlord thereunder another lease of the Property, Borrower shall have no rightother acquired estate, title or interest. Furthermore, Borrower hereby appoints Lender its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Borrower. This power, being coupled with an interest, shall be irrevocable as long as the Debt secured hereby remains unpaid. Borrower shall not purchase the premises demised by the Ground Lease, or any part thereof, or acquire the interest of the landlord in such premises, or any part thereof, or sell its interest in or to such other lease or the leasehold estate estates created thereby so long as by the Ground Lease, or any part of the Debt remains outstandingthereof, without Lender’s prior written consent.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Debt remains unpaid, shall be the owner and holder of the fee title to that portion of the applicable Individual Property subject to the Ground LeaseProject, the Lien lien of the Mortgage shall be spread to cover Borrower’s fee title to such portion of the Property Project and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for Borrower to acquire fee title to that portion of the Property subject to the Ground LeaseProject. Borrower agrees, at its sole cost and expense, expense (including without limitation Administrative AgentLender’s reasonable attorneys’ fees, ) to (i) execute any and all documents or instruments necessary to subject its fee title to such portion of the Property Project to the lien of the Mortgage; and (ii) provide a Title Insurance Policy title insurance policy which shall insure that the lien of the Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s fee title to such portion of the PropertyProject. 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, Administrative Agent Lender or its designee shall acquire from the landlord Ground Lessor thereunder another lease of the PropertyProject, Borrower shall have no right, title or interest in or to such other lease or the leasehold estate created thereby so long as any part of the Debt remains outstandingthereby.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so So long as any portion of the Debt remains unpaid, in the event that any Borrower shall be the owner and holder of the fee title to that portion of the applicable Individual Property subject to the Ground Lease, the Lien of the Mortgage shall be spread to cover such Borrower’s fee title to such portion of the Property and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for such Borrower to acquire fee title to that portion of the Property subject to the Ground Lease. Each Borrower Party agrees, at its sole cost and expense, including without limitation Administrative Agent’s reasonable attorneys’ fees, to (i) execute and cause the execution of any and all documents or instruments necessary to subject its such Borrower’s fee title to such portion of the Property to the lien of the Mortgage; Mortgage and (ii) provide a Title Insurance Policy which shall insure that the lien Lien of the Mortgage is a first priority mortgage or deed of trust lien (subject to Permitted Encumbrances) on such Borrower’s fee title to such portion of the Property, or such other endorsement or affirmative coverage as is acceptable to Administrative Agent. 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, Administrative Agent or its designee shall acquire from the landlord thereunder another lease of the Property, no Borrower shall have no any right, title or interest in or to such other lease or the leasehold estate created thereby so long as any part of the Debt remains outstanding.

Borrower’s Acquisition of Fee Estate. In the event that Borrower, so long as any portion of the Debt remains unpaid, Xxxxxxxx shall be become the owner and holder of the fee title to that portion of the applicable Individual Property subject to Premises or any other estate, title or interest in the property demised by the Ground LeaseLeases, or any part thereof, the Lien lien of the this Mortgage shall attach to, cover and be spread to cover Borrower’s a lien upon such fee title to such portion the Premises or other acquired estate, title or interest and the same shall thereupon be and become a part of the Property with the same force and said fee title shall be deemed to be included in the Property and no consent of Administrative Agent is required for Borrower to acquire fee title to that portion of the Property subject to the Ground Leaseeffect as if specifically encumbered herein. Borrower agrees, at its sole cost and expense, including including, without limitation Administrative Agentlimitation, payment by Borrower of Lender’s reasonable attorneys’ fees, to (i) execute any and all documents or instruments necessary which Lender may reasonably require to subject its the fee title to the Premises or such portion of the Property other acquired estate, title or interest to the lien of the this Mortgage; and (ii) provide a Title Insurance Policy title insurance policy which shall insure that the lien of the this Mortgage is a first lien (subject to Permitted Encumbrances) on Borrower’s the fee title to the Premises or such portion of the 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, Administrative Agent or its designee shall acquire from the landlord thereunder another lease of the Property, Borrower shall have no rightother acquired estate, title or interest. Furthermore, Borrower hereby appoints Lender its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Xxxxxxxx. This power, being coupled with an interest, shall be irrevocable as long as the Debt secured hereby remains unpaid. Borrower shall not purchase the premises demised by the Ground Lease, or any part thereof, or acquire the interest of the landlord in such premises, or any part thereof, or sell its interest in or to such other lease or the leasehold estate estates created thereby so long as by the Ground Lease, or any part of the Debt remains outstandingthereof, without Xxxxxx’s prior written consent.