Eligible Ground Leases Clause Samples

The 'Eligible Ground Leases' clause defines the specific criteria that a ground lease must meet to be considered acceptable under an agreement, typically in the context of real estate financing or investment. This clause outlines requirements such as minimum lease term, permitted uses, landlord and tenant obligations, and restrictions on amendments or termination. For example, it may require that the lease be subordinate to a mortgage or prohibit early termination without lender consent. Its core practical function is to ensure that only ground leases meeting certain standards are recognized, thereby protecting the interests of lenders or investors by reducing risk and ensuring the stability of the underlying property arrangement.
Eligible Ground Leases. With respect to any Eligible Ground Lease related to a Pool Property, the Property Party will, for so long as such Eligible Ground Lease is related to a Pool Property, perform and observe all of the terms and provisions of each such Eligible Ground Lease to be performed or observed by it, maintain each such Eligible Ground Lease in full force and effect, use its commercially reasonable efforts to enforce, in all material respects, each such Eligible Ground Lease in accordance with its terms, other than in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
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Eligible Ground Leases. (i) The Eligible Ground Leases contain the entire agreement of the Ground Lessor and the applicable Loan Party or Qualifying Subsidiary pertaining to the applicable Unencumbered Property that is subject to an Eligible Ground Lease and satisfy the requirements of this Agreement to be an Eligible Ground Lease. The Loan Parties and Qualifying Subsidiaries have no estate, right, title or interest in or to any Unencumbered Property subject to an Eligible Ground Lease except under and pursuant to the applicable Eligible Ground Lease. The Loan Parties have delivered a true and correct copy of the Eligible Ground Leases to the Administrative Agent and the Eligible Ground Leases have not been modified, amended or assigned. (ii) To the knowledge of the Loan Parties, the applicable Ground Lessor is the exclusive fee simple owner of its Unencumbered Property subject to an Eligible Ground Lease, subject only to the Ground Lease and Liens described in clauses (a), (b), (d) and (e) of the definition of Permitted Liens, and the applicable Ground Lessor is the sole owner of the lessor’s interest in the applicable Eligible Ground Lease. (iii) There are no rights to terminate an Eligible Ground Lease other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the applicable Eligible Ground Lease. (iv) Each Eligible Ground Lease is in full force and effect and, to the Loan Parties’ knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the applicable Eligible Ground Lease (a “Ground Lease Default”) exists or has occurred on the part of the Loan Parties or Qualifying Subsidiaries or on the part of the Ground Lessor under an Eligible Ground Lease. All base rent and additional rent due and payable under an Eligible Ground Lease has been paid through the date hereof and the Loan Parties and Qualifying Subsidiaries are not required to pay any deferred or accrued rent after the date hereof under an Eligible Ground Lease. The Loan Parties and Qualifying Subsidiaries have not received any written notice that a Ground Lease Default has occurred or exists, or that any Ground Lessor or any third party alleges the same to have occurred or exist. (v) A Loan Party or Qualifying Subsidiary is the exclusive owner of the lessee’s interest under and pursuant to each Eligible Ground Lease and has not assigned, transferred or e...
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Eligible Ground Leases. With respect to any Eligible Ground Lease related to any Borrowing Base Asset, the Loan Parties will, and will cause their Subsidiaries to, for so long as such Eligible Ground Lease is related to a Borrowing Base Asset: (a) (i) pay all rents, additional rents and other sums required to be paid by the applicable Loan Party, as tenant under and pursuant to the provisions of the Eligible Ground Lease as and when such rent or other sums are due and payable; (ii) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of the Eligible Ground Leases on its part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its material rights thereunder; (iii) not do, permit, suffer or refrain from doing anything, the result of which could be a material default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof (it being agreed that any default that would permit any party thereto other than the applicable Loan Party to terminate its operating covenant shall be deemed to be material); (iv) not cancel, surrender, or Modify any of the material terms thereof and not to release any party thereto (other than the applicable Loan Party) from any material obligation imposed upon it thereby; and (v) give the Administrative Agent prompt written notice of any material default by anyone thereunder of which the applicable Loan Party becomes aware and promptly deliver to the Administrative Agent copies of each notice of material default. (b) Except as otherwise provided in this Agreement (including but not limited to clause (d) below), with respect to any Borrowing Base Asset that is the subject of an Eligible Ground Lease, the applicable Loan Party shall not, without the prior consent of the Administrative Agent, surrender the leasehold estate created by such Eligible Ground Lease or terminate or cancel such Eligible Ground Lease or Modify such Eligible Ground Lease, in any material respect, either orally or in writing. (c) The applicable Loan Party shall exercise each individual option, if any, to extend or renew the term of the Eligible Ground Lease with respect to a Borrowing Base Asset with a term that expires less than ten (10) years after the then-existing latest Maturity Date, after giving effect to the exercise of the extension option pursuant to...
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Eligible Ground Leases. With respect to any Eligible Ground Lease related to a Mortgaged Property, the Property Party will, for so long as such Eligible Ground Lease is related to a Mortgaged Property, perform and observe all of the terms and provisions of each such Eligible Ground Lease to be performed or observed by it, maintain each such Eligible Ground Lease in full force and effect, use its commercially reasonable efforts to enforce, in all material respects, each such Eligible Ground Lease in accordance with its terms, other than in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
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Eligible Ground Leases. Each of the Loan Parties and the other Subsidiaries that are parties to any Material Contract has performed and is in compliance with all of the material terms of such Material Contract. Schedule 7.1(h) is, as of the Agreement Date, a complete and correct listing of all Eligible Ground Leases and Borrower has provided the Administrative Agent with true, correct, and complete copies of each Eligible Ground Lease.
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Related to Eligible Ground Leases

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Real Estate Leases The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

  • Ground Lease (a) Each Ground Lease contains the entire agreement of the Borrower or the applicable Subsidiary Guarantor and the applicable owner of the fee interest in such Unencumbered Property (the “Fee Owner”), pertaining to the Unencumbered Property covered thereby. With respect to Unencumbered Property subject to a Ground Lease, the Borrower and the applicable Subsidiary Guarantors have no estate, right, title or interest in or to the Unencumbered Property except under and pursuant to the Ground Lease or except as may be otherwise approved in writing by Agent. The Borrower has delivered a true and correct copy of the Ground Lease to the Agent and the Ground Lease has not been modified, amended or assigned, with the exception of written instruments that have been recorded in the applicable real estate records for such Unencumbered Property. (b) The applicable Fee Owner is the exclusive fee simple owner of the Unencumbered Property, subject only to the Ground Lease and all Liens and other matters disclosed in the applicable title policy for such Unencumbered Property subject to the Ground Lease, and the applicable Fee Owner is the sole owner of the lessor’s interest in the Ground Lease. (c) There are no rights to terminate the Ground Lease other than the applicable Fee Owner’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the Ground Lease. (d) Each Ground Lease is in full force and effect and, to Borrower’s knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease (a “Ground Lease Default”) exists or has occurred on the part of a Borrower or a Subsidiary Guarantor or on the part of a Fee Owner under any Ground Lease. All base rent and additional rent, if any, due and payable under each Ground Lease has been paid through the date hereof and neither Borrower nor any Subsidiary Guarantor is required to pay any deferred or accrued rent after the date hereof under any Ground Lease. Neither Borrower nor a Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, or that any Fee Owner or any third party alleges the same to have occurred or exist. (e) The Borrower or applicable Subsidiary Guarantor is the exclusive owner of the ground lessee’s interest under and pursuant to each Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the Ground Lease, except to Agent under the Loan Documents.

  • Real Property Leases CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

  • Operating Leases Incur any obligation to pay rent under an operating lease in any Fiscal Year if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent under all operating leases in that Fiscal Year to exceed $4,000,000.