Common use of Ground Leased Parcels Clause in Contracts

Ground Leased Parcels. With respect to each Ground Leased Parcel, each of the following is true with respect to the related Ground Lease (taking into account the terms of any applicable estoppel letter): (i) true and complete copies of the Ground Leases have been delivered to Lender, and except as set forth in the Exception Report the Ground Leases or memoranda thereof have been duly recorded; (ii) to Borrower’s knowledge, the Ground Leases are in full force and effect and no material default beyond applicable grace, cure or notice periods has occurred thereunder nor, to Borrower’s knowledge, is there any existing condition which, but for the passage of time or the giving of notice or both, would result in a material default under the terms of any of the Ground Leases; (iii) except as set forth in the Exception Report, the Ground Leases have original terms which extend not less than 30 years beyond the Maturity Date (assuming the exercise of all extension options hereunder), taking into account any extension options that are freely exercisable by the lessee under the Ground Lease, and all such extension options have either been previously exercised or are first exercisable not less than five years after the Maturity Date; (iv) except as set forth in the Exception Report, the Ground Leases do not restrict the use of any portion of the Properties by the lessee, its successors or its assigns in a manner that would cause a Material Adverse Effect; (v) except as set forth in the Exception Report, the Ground Leases permit the interest of the lessee thereunder to be encumbered by leasehold mortgages and contains no restrictions on the identity of a leasehold mortgagee; (vi) except as set forth in the Exception Report, the Ground Leases may not be amended, modified, cancelled or terminated without the prior written consent of a leasehold mortgagee; (vii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, the Ground Leases are not subject to any Liens or encumbrances superior to, or of equal priority with, the Mortgage (other than the ground lessor’s fee interest); (viii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, there are no Liens encumbering the ground lessor’s fee interests, and, except as permitted herein, Borrower shall not permit or cause any Lien to become superior to the Ground Lease upon the related fee interest that may hereafter be granted; (ix) except as set forth in the Exception Report, the Ground Leases are assignable by a holder of a leasehold mortgage upon a foreclosure of such mortgage without the consent of the lessor thereunder; (x) except as set forth in the Exception Report, the Ground Leases require the lessor thereunder to give notice of any default by the lessee to a holder of a leasehold mortgage; and the Ground Leases further provide that no notice given thereunder is effective against such holder, unless a copy has been given to such holder in the manner described in such Ground Lease; (xi) except as set forth in the Exception Report, a holder of a leasehold mortgage is permitted at least 30 days in addition to Borrower’s applicable cure period to cure any default under each of the Ground Leases which is curable after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease (and, where necessary, is permitted the opportunity to gain possession of the interest of the lessee under such Ground Lease through legal proceedings or to take other action so long as such holder is proceeding diligently); (xii) except as set forth in the Exception Report, in the case of any default which is not curable by a holder of a leasehold mortgage, or in the event of the bankruptcy or insolvency of the lessee under one of the Ground Leases, such holder has the right, following termination of such existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on the same terms as such existing Ground Lease, and all rights of the lessee under such Ground Lease may be exercised by or on behalf of such holder; and (xiii) except as set forth in the Exception Report, the Ground Leases do not impose any restrictions on subletting.

Ground Leased Parcels. With respect to each Ground Leased Parcel, each of the following is true with respect to the related Ground Lease (taking into account the terms of any applicable estoppel letter):Lease: (i) true and complete copies of the Ground Leases have has been delivered to Lender, and except as set forth in the Exception Report the Ground Leases or memoranda thereof have been duly recorded; (ii) to Borrower’s knowledge, the Ground Leases are in full force and effect and no material ground lessee default beyond applicable grace, cure or notice periods has occurred thereunder that has not been cured nor, to Borrower’s knowledge, has any ground lessor default occurred thereunder that has not been cured nor, to Borrower’s knowledge, is there any existing condition which, but for the passage of time or the giving of notice or both, would result in a material default under the terms of any of the Ground Leases; (iii) except as set forth in the Exception Report, the Ground Leases have original terms which extend not less than 30 years beyond the Maturity Date (assuming the exercise of all extension options hereunder)Date, taking into account any extension options that are freely exercisable by the lessee under the Ground Lease, and all such extension options have either been previously exercised or are first exercisable not less than five years after the Maturity Date; (iv) except as set forth in the Exception Report, the Ground Leases do not restrict the use of any portion of the applicable Mortgaged Properties by the lessee, its successors or its assigns in a manner that would cause a Material Adverse Effect; (v) except as set forth in the Exception Report, the Ground Leases permit the interest of the lessee thereunder to be encumbered by leasehold mortgages and contains no restrictions on the identity of a leasehold mortgagee; (vi) except as set forth in the Exception Report, the Ground Leases may not be amended, modified, cancelled or terminated without the prior written consent of a leasehold mortgagee; (vii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, the Ground Leases are not subject to any Liens liens or encumbrances superior to, or of equal priority with, the applicable Mortgage (other than Permitted Encumbrances and the applicable ground lessor’s fee interestownership interest in the land underlying the applicable Mortgaged Property); (viii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, there are no Liens encumbering the ground lessor’s fee interests, and, except as permitted herein, Borrower shall not permit or cause any Lien to become superior to and the Ground Lease shall remain prior to any Lien upon the related fee interest that may hereafter be grantedgranted (other than Permitted Encumbrances) upon the related fee interest; (ix) except as set forth in the Exception Report, the Ground Leases are assignable by a holder of a leasehold mortgage upon a foreclosure of such mortgage without the consent of the lessor thereunder; (x) except as set forth in the Exception Report, the Ground Leases require the lessor thereunder to give notice of any default by the lessee to a holder of a leasehold mortgage; and the Ground Leases further provide that no notice given thereunder is effective against such holder, unless a copy has been given to such holder in the manner described in such Ground Lease; (xi) except as set forth in the Exception Report, a holder of a leasehold mortgage is permitted at least 30 days in addition to Borrower’s applicable cure period to cure any default under each of the Ground Leases which is curable after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease (and, where necessary, is permitted the opportunity to gain possession of the interest of the lessee under such Ground Lease through legal proceedings or to take other action so long as such holder is proceeding diligently); (xii) except as set forth in the Exception Report, in the case of any default which is not curable by a holder of a leasehold mortgage, or in the event of the bankruptcy or insolvency of the lessee under one of the Ground Leases, such holder has the right, following termination of such existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on the same terms as such existing Ground Lease, and all rights of the lessee under such Ground Lease may be exercised by or on behalf of such holder; and (xiii) except as set forth in the Exception Report, the Ground Leases do Lease does not impose any restrictions on subletting.

Ground Leased Parcels. With respect to each Ground Leased Parcel, each of the following is true with respect to the related Ground Lease (taking into account the terms of any applicable estoppel letter):Lease: (i) true and complete copies of the Ground Leases have has been delivered to Lender, and except as set forth in the Exception Report the Ground Leases or memoranda thereof have been duly recorded; (ii) to Borrower’s knowledge, the Ground Leases are in full force and effect and no material ground lessee default beyond applicable grace, cure or notice periods has occurred thereunder that has not been cured nor, to Borrower’s knowledge, has any ground lessor default occurred thereunder that has not been cured nor, to Borrower’s knowledge, is there any existing condition which, but for the passage of time or the giving of notice or both, would result in a material default under the terms of any of the Ground Leases; (iii) except as set forth in the Exception Report, the Ground Leases have original terms which extend not less than 30 years beyond the Maturity Date (assuming the exercise of all extension options hereunder)Date, taking into account any extension options that are freely exercisable by the lessee under the Ground Lease, and all such extension options have either been previously exercised or are first exercisable not less than five years after the Maturity Date; (iv) except as set forth in the Exception Report, the Ground Leases do not restrict the use of any portion of the applicable Mortgaged Properties by the lessee, its successors or its assigns in a manner that would cause a Material Adverse Effect; (v) except as set forth in the Exception Report, the Ground Leases permit the interest of the lessee thereunder to be encumbered by leasehold mortgages and contains no restrictions on the identity of a leasehold mortgagee; (vi) except as set forth in the Exception Report, the Ground Leases may not be amended, modified, cancelled or terminated without the prior written consent of a leasehold mortgagee; (vii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, the Ground Leases are not subject to any Liens liens or encumbrances superior to, or of equal priority with, the applicable Mortgage (other than Mortgage Loan Permitted Encumbrances and the applicable ground lessor’s fee interestownership interest in the land underlying the applicable Mortgaged Property); (viii) with respect to the Mortgage Loan Collateral Properties, to Borrower’s knowledge, other than Permitted Encumbrances, there are no Liens encumbering the ground lessor’s fee interests, and, except as permitted herein, Borrower shall not permit or cause any Lien to become superior to and the Ground Lease shall remain prior to any Lien upon the related fee interest that may hereafter be grantedgranted (other than Mortgage Loan Permitted Encumbrances) upon the related fee interest; (ix) except as set forth in the Exception Report, the Ground Leases are assignable by a holder of a leasehold mortgage upon a foreclosure of such mortgage without the consent of the lessor thereunder; (x) except as set forth in the Exception Report, the Ground Leases require the lessor thereunder to give notice of any default by the lessee to a holder of a leasehold mortgage; and the Ground Leases further provide that no notice given thereunder is effective against such holder, unless a copy has been given to such holder in the manner described in such Ground Lease; (xi) except as set forth in the Exception Report, a holder of a leasehold mortgage is permitted at least 30 days in addition to Borrower’s applicable cure period to cure any default under each of the Ground Leases which is curable after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease (and, where necessary, is permitted the opportunity to gain possession of the interest of the lessee under such Ground Lease through legal proceedings or to take other action so long as such holder is proceeding diligently); (xii) except as set forth in the Exception Report, in the case of any default which is not curable by a holder of a leasehold mortgage, or in the event of the bankruptcy or insolvency of the lessee under one of the Ground Leases, such holder has the right, following termination of such existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on the same terms as such existing Ground Lease, and all rights of the lessee under such Ground Lease may be exercised by or on behalf of such holder; and (xiii) except as set forth in the Exception Report, the Ground Leases do Lease does not impose any restrictions on subletting.

Ground Leased Parcels. With respect to each Ground Leased Parcel, each of the following is true with respect to the related Ground Lease (taking into account the terms of any applicable estoppel letter): (i) true and complete copies of the Ground Leases have been delivered to Lender, and except as set forth in the Exception Report the Ground Leases or memoranda thereof have been duly recorded; (ii) to Borrower’s knowledge, the Ground Leases are in full force and effect and no material default beyond applicable grace, cure or notice periods has occurred thereunder nor, to Borrower’s knowledge, is there any existing condition which, but for the passage of time or the giving of notice or both, would result in a material default under the terms of any of the Ground Leases; (iii) except as set forth in the Exception Report, the Ground Leases have original terms which extend not less than 30 years beyond the Maturity Date (assuming the exercise of all extension options hereunder), taking into account any extension options that are freely exercisable by the lessee under the Ground Lease, and all such extension options have either been previously exercised or are first exercisable not less than five years after the Maturity Date; (iv) except as set forth in the Exception Report, the Ground Leases do not restrict the use of any portion of the Properties by the lessee, its successors or its assigns in a manner that would cause a Material Adverse Effect; (v) except as set forth in the Exception Report, the Ground Leases permit the interest of the lessee thereunder to be encumbered by leasehold mortgages and contains no restrictions on the identity of a leasehold mortgagee; (vi) except as set forth in the Exception Report, the Ground Leases may not be amended, modified, cancelled or terminated without the prior written consent of a leasehold mortgagee; (vii) with respect to the Mortgage Loan Collateral Encumbered Properties, to Borrower’s knowledge, other than Permitted Encumbrances, the Ground Leases are not subject to any Liens or encumbrances superior to, or of equal priority with, the Mortgage (other than the ground lessor’s fee interest); (viii) with respect to the Mortgage Loan Collateral Encumbered Properties, to Borrower’s knowledge, other than Permitted Encumbrances, there are no Liens encumbering the ground lessor’s fee interests, and, except as permitted herein, Borrower shall not permit or cause any Lien to become superior to the Ground Lease upon the related fee interest that may hereafter be granted; (ix) except as set forth in the Exception Report, the Ground Leases are assignable by a holder of a leasehold mortgage upon a foreclosure of such mortgage without the consent of the lessor thereunder; (x) except as set forth in the Exception Report, the Ground Leases require the lessor thereunder to give notice of any default by the lessee to a holder of a leasehold mortgage; and the Ground Leases further provide that no notice given thereunder is effective against such holder, unless a copy has been given to such holder in the manner described in such Ground Lease; (xi) except as set forth in the Exception Report, a holder of a leasehold mortgage is permitted at least 30 days in addition to Borrower’s applicable cure period to cure any default under each of the Ground Leases which is curable after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease (and, where necessary, is permitted the opportunity to gain possession of the interest of the lessee under such Ground Lease through legal proceedings or to take other action so long as such holder is proceeding diligently); (xii) except as set forth in the Exception Report, in the case of any default which is not curable by a holder of a leasehold mortgage, or in the event of the bankruptcy or insolvency of the lessee under one of the Ground Leases, such holder has the right, following termination of such existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on the same terms as such existing Ground Lease, and all rights of the lessee under such Ground Lease may be exercised by or on behalf of such holder; and (xiii) except as set forth in the Exception Report, the Ground Leases do not impose any restrictions on subletting.