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.
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...
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...
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.
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.