Ground Lease Provisions. (a) The Ground Lease is in full force and effect has not been amended and represents the entire agreement between Borrower and Ground Lessor and there are no defaults, events of default or events which with the passage of time or the giving of notice, would constitute a default or event of default under the Ground Lease.
(b) Borrower will pay the Ground Rent as and when required under the Ground Lease and will perform all of Borrower’s obligations as ground lessee under the Ground Lease as and when required under the Ground Lease.
(c) Borrower will cause Ground Lessor to pay and perform all of Ground Lessor’s obligations under the Ground Lease as and when required under the Ground Lease, will not give any approval required or permitted under the Ground Lease without Lender’s prior approval and will not exercise any options under the Ground Lease without Lender’s prior approval.
(d) Borrower will not amend or waive any provisions of the Ground Lease; cancel or surrender the Ground Lease; or release or discharge Ground Lessor from any of the terms or obligations of the Ground Lease, without in each instance Lender’s prior approval which may be withheld in its sole discretion.
(e) Borrower promptly will deliver to Lender copies of any notices of default or of termination that Borrower receives or delivers relating to the Ground Lease.
(f) Without limiting Lender’s independent rights and remedies under Section 365(h) of the Bankruptcy Code:
(i) Borrower will not elect to treat the Ground Lease as terminated under Subsection 365(h)(l) of the Bankruptcy Code without Lender’s prior consent to be exercised in its sole discretion, any such election made without Lender’s prior consent is null and void;
(ii) Without in any manner limiting the provisions of subparagraph (i) of this Section, the lien of this Deed of Trust will attach to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including all of Borrower’s rights to remain in possession of the Property and Lender may assert, or direct Borrower to assert, any of such rights and remedies.
(iii) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset against Ground Rent the amount of any damages caused by Ground Lessor’s failure to perform any of its obligations under the Ground Lease after the Ground Lessor rejects the Ground Lease under the Bankruptcy Code, Borrower will, prior to effecting such offset, notify Lender...
Ground Lease Provisions. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, Borrower hereby warrants, covenants, represents and agrees as to the Ground Lease as follows:
Ground Lease Provisions. Lessee understands and acknowledges that its obligations hereunder shall at all times remain in full force and effect and shall in no way be affected by (i) the renewal of the Ground Lease, (ii) the termination of the Ground Lease prior to the expiration hereof or (iii) the purchase of the fee simple title to the Land by Lessor.
Ground Lease Provisions. The Ground Lease is in full force and effect has not been amended and represents the entire agreement between Borrower and Ground Lessor and there are no defaults, events of default or events which with the passage of time or the giving of notice, would constitute a default or event of default under the Ground Lease.
Ground Lease Provisions. Section 17.1 GROUND LEASE (a) The provisions of Sections 3.1.39 and 4.1.23 of the Loan Agreement are hereby incorporated by reference into this Security Instrument to the same extent and with the same force as if fully set forth herein.
Ground Lease Provisions. The Landlord's interest in the Premises is ----------------------- based on its interest as a tenant under the Ground Lease. Accordingly, the parties agree as follows:
(a) No Modification of Ground Leases. So long as Tenant is not in -------------------------------- material default of a material term of this Lease beyond applicable periods of notice, grace and cure, the Landlord shall not alter or modify any provision of the Ground Lease in a manner that shall materially adversely affect Tenant's rights or liabilities under this Lease.
Ground Lease Provisions. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, each Borrower Party hereby warrants, covenants, represents and agrees as follows as to each of the Ground Leases:
Ground Lease Provisions. 28 Exhibit A-1 - Description of Fee-Owned Land Exhibit A-2 - Description of Leasehold Land Exhibit B - Personal Property Collateral FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING THIS FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of the 3rd day of June 2008 by XXXXXX HILLS MALL, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and having an office at c/o Glimcher Realty Trust, 000 X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxx 00000 ("Grantor"), to COMMONWEALTH LAND TITLE COMPANY having an office at 0000 Xxxx Xxxxxx,00xx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("Trustee"), for the benefit of EUROHYPO AG, NEW YORK BRANCH, having an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Administrative Agent for the lenders referred to below (in such capacity, together with its successors in such capacity, "Beneficiary").
Ground Lease Provisions. Trustor covenants and agrees as follows: (a) Trustor represents and warrants to Beneficiary and Trustee that: (i) the Ground Lease has not been amended, modified, supplemented or assigned; and (ii) no defaults by the lessee under the Ground Lease or Ground Lessor of any obligations under the Ground Lease have occurred, and the Ground Lease is in full force and effect. Trustor agrees that it will not amend, modify, supplement or assign or sublet its rights, title or interest in the Ground Lease, or take any actions to enforce, or give any notice, approval or consent to exercise, waive or modify any rights under or in respect to the Ground Lease without Beneficiary's prior written consent.
Ground Lease Provisions. [applicable only with respect to Hotels which have Ground Leases]
A. Prime Lessee holds leasehold title to the Site pursuant to the Ground Lease. Owner shall, throughout the Term, comply with the terms of the Ground Lease and ensure that the terms of the Ground Lease remain in full force and effect. Owner shall promptly notify Manager of any breach or default by any party to the Ground Lease and shall promptly provide Manager with copies of all notices sent or received by Prime Lessee or Owner under the Ground Lease. Owner shall not, without Manager’s prior approval, permit any modification or amendment to the Ground Lease that may have the effect of adversely impacting the fees payable to Manager hereunder, or that may in other ways materially and adversely affect the Hotel or Manager’s management or operation of the Hotel. Owner shall exert good faith efforts to either amend the Ground Lease or enter into a new agreement among Prime Lessee, Manager and the Prime Lessor as ground lessor under the Ground Lease in order to provide Manager with (i) notice of any default or breach of the terms of the Ground Lease by Prime Lessee or Owner and (ii) the right to cure any such default or breach by Prime Lessee, in addition to any cure rights that Prime Lessee may have under the Ground Lease (provided that any costs incurred by Manager as a result of such cure shall be borne solely by Owner, and shall not be Deductions).
B. Owner shall exert all commercially reasonable good faith efforts to obtain from the Prime Lessor as ground lessor under the Ground Lease (1) a non-disturbance agreement in favor of Manager in the form attached as Exhibit C, and (2) an estoppel certificate in favor of Manager in the form attached as Exhibit C-1. Owner shall not be released from its obligation to exert all commercially reasonable good faith efforts to obtain the non-disturbance agreement and estoppel certificate from ground lessor if as of the Effective Date, Owner has not yet received either the agreement or estoppel certificate.
C. The Ground Lease rental payments payable under the Ground Lease shall be paid from Gross Revenues as a Deduction.
