Ground Leases. (a) Lessee hereby acknowledges that, as to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided herein.
Appears in 6 contracts
Samples: Master Lease and Sublease (Global Signal Inc), Master Lease and Sublease (Global Signal Inc), Master Lease and Sublease (Global Signal Inc)
Ground Leases. (a) Lessee hereby acknowledges thatSubject to Section 7.3(b) and Section 7.3(c) below, as in the event of cancellation or termination of any Ground Lease for any reason whatsoever whether voluntary or involuntary (by operation of law or otherwise) prior to the Leased Property Expiration Date (other than the cancellation or termination of each Leased Site a Ground Lease entered into in connection with a sale-leaseback transaction by Owner (other than if such cancellation or Other Interest Sitetermination resulted from User’s default under this Agreement), as applicablewhich cancellation or termination results in the Golf Course leased under such Ground Lease no longer being subject to this Agreement), then this Agreement is subject shall remain in full force and subordinate effect and User’s obligation to all pay each of the terms Golf Course Use Payments (excluding the portion of the Complimentary Golf Rounds Fee attributable to such Ground Leased Golf Course) and conditions ofall Additional Charges required by this Agreement, and all other obligations of User hereunder (other than such obligations of User hereunder that concern solely the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor Golf Course demised under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each affected Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence obligations of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations User hereunder with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance portion of the "ground lessee" thereunder Complimentary Golf Rounds Fee attributable to such Ground Leased Golf Course), which, for the avoidance of any duty doubt, shall under no circumstances include or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, be deemed to include the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and User hereunder with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor all or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration portion of the applicable Ground Lease Membership Fee), shall continue unabated (and, for the avoidance of doubt, the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the provisions of Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith)); provided that if Owner enters into a replacement lease with respect to the applicable Ground Leased Golf Course on substantially similar terms to those of such cancelled or terminated Ground Lease, any then such replacement lease shall automatically become a Ground Lease hereunder and all renewal options existing as such Ground Leased Golf Course shall remain part of the Effective Date and Golf Courses hereunder. Nothing contained in this Agreement shall create, or be construed as creating, any further renewal privity of contract or extension options that may be granted by privity of estate between the lessor under any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any applicable Ground Lease renewal option if Sprint Collocator at (in each case, the Site covered by such “Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice Lessor”) and cure periods provided hereinUser.
Appears in 4 contracts
Samples: Course Use Agreement (Vici Properties Inc.), Course Use Agreement (Caesars Entertainment, Inc.), Course Use Agreement (CAESARS ENTERTAINMENT Corp)
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for and to all liens, rights and encumbrances to which the Leased Sites Ground Leases are subject or Other Interest Sitessubordinate. Tenant hereby acknowledges that Tenant has reviewed and agreed to all of the terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 attached hereto. Tenant hereby agrees that (x) Tenant shall comply with all provisions, terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 and, subject to Section 7.3(g) and Section 7.3(h), any amendments or modifications thereto and any new Ground Leases, in each case except to the extent such provisions, terms and conditions (1) apply solely to Landlord, (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant, and (3) in the case of the Ground Leases in effect as of the Commencement Date, are expressly set forth in the copies of such Ground Leases that were furnished to Landlord by Tenant on or prior to the Commencement Date (provisions, terms and conditions satisfying clauses (1) through (3), “Landlord Specific Ground Lease Requirements”), and (y) Tenant shall not do, or (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any violation of the Ground Leases. Without limiting the foregoing, (i) Tenant acknowledges that it shall be obligated to (and shall) pay, as applicable during part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent lessee under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to and all of the Ground Lessor; providedLeases as and when due thereunder, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that any it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease imposes on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or requires otherwise affect the performance obligations of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of parties to the Ground Lease will control Leases, and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result nothing in the Ground Lessor being entitled to terminate Leases shall vitiate or otherwise affect the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration obligations of the applicable Ground parties hereto pursuant to this Lease and (except as specifically set forth in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinSection 7.3).
Appears in 4 contracts
Samples: Lease (Vici Properties Inc.), And Attornment Agreement (Caesars Entertainment, Inc.), Lease (Vici Properties Inc.)
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for and to all liens, rights and encumbrances to which the Leased Sites Ground Leases are subject or Other Interest Sitessubordinate. Tenant hereby agrees that (x) subject to Section 7.3(g) and Section 7.3(h), Tenant shall comply with all provisions, terms and conditions of any new Ground Leases, except to the extent such provisions, terms and conditions (1) apply solely to Landlord and (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant (provisions, terms and conditions satisfying clauses (1) and (2), “Landlord Specific Ground Lease Requirements”), and (y) Tenant shall not do, or (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any violation of the Ground Leases. Without limiting the foregoing, (i) Tenant acknowledges that it shall be obligated to (and shall) pay, as applicable during part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent lessee under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to and all of the Ground Lessor; providedLeases in accordance with Section 4.1, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that any it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease imposes on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or requires otherwise affect the performance obligations of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of parties to the Ground Lease will control Leases, and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result nothing in the Ground Lessor being entitled to terminate Leases shall vitiate or otherwise affect the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration obligations of the applicable Ground parties hereto pursuant to this Lease and (except as specifically set forth in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinSection 7.3).
Appears in 4 contracts
Samples: Lease Agreement (Vici Properties Inc.), And Attornment Agreement (Caesars Entertainment, Inc.), Lease (Vici Properties Inc.)
Ground Leases. (a) Lessee hereby acknowledges that, as to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the applicable termfee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, covenantif any, conditioncomprising 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 provision 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 will control 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: (A) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File; Exh. C-15 (B) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease; (C) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will constitute be enforceable, by either borrower or the duties and obligations mortgagee) that extends not less than 20 years beyond the stated maturity of Lessee under this Agreement as to the subject matter of such term, covenant, conditionrelated Mortgage Loan, or provision. Lessee will not 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (and or with respect to its activities a Mortgage Loan that accrues on the Sprint Collocation Spacean actual 360 basis, Sprint Collocator will notsubstantially amortizes); (D) engage in or permit any conduct that would: The Ground Lease either (i) constitute a breach is not subject to any interests, estates, liens or encumbrances superior to, or of or default under any Ground Leaseequal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) result is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject; (E) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the Ground Lessor being entitled to terminate event it is so assigned, it is further assignable by the applicable holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid); (F) The Mortgage Loan Seller has not received any written notice of material default under or to terminate Lessor's right as ground lessee notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground LeaseLease and no condition that, but for the passage of time or to exercise any other rights or remedies to which the Ground Lessor may be entitled for giving of notice, would result in a material default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach terms of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable such Ground Lease and in accordance with to the provisions of the applicable Ground LeaseMortgage Loan Seller’s knowledge, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default full force and effect as of its obligations under this Agreement as the Closing Date; (G) The Ground Lease and Related Documents require the lessor to give to the Site beyond applicable lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender; (H) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is Exh. C-16 curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (I) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization; (J) Under the terms of the Ground Lease and cure periods provided hereinRelated Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (K) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (L) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. 37.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement
Ground Leases. Senior Lender shall deliver to each Mezzanine Lender copies of any notices sent by Senior Lender to any lessor under a Ground Lease concurrently therewith. Senior Lender shall also forward to each Mezzanine Lender a copy of any notice it receives from such a ground lessor, including, without limitation, notices concerning the occurrence of a Ground Lease Default. Each Mezzanine Lender shall have the right to cure such Ground Lease Default and shall deliver written notice to Senior Lender of its intention to do so no later than the earlier of (ai) Lessee hereby acknowledges that, as ten (10) Business Days prior to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all end of the terms and conditions of, applicable cure period set forth in the applicable Ground Lease Lease, and (ii) three (3) Business Days prior to the end of such Leased Site the Monetary Cure Period or Other Interest Sitethe Non-Monetary Cure Period, as applicable. As to Senior Lender shall, if requested by a Mezzanine Lender, at such Mezzanine Lender’s request and at such Mezzanine Lender’s sole cost and expense, reasonably cooperate with such Mezzanine Lender in the exercise of any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor and all cure rights Senior Lender has under the applicable Ground Lease and will not be liable or responsible within the time period specified in any manner whatsoever for any failure of this Section 13(h), in accordance with reasonable directions therefor provided by such Ground Lessor to perform any such duty or obligationMezzanine Lender. Lessee agrees In the event that it will promptly pay or cause to be paid the Ground Rent under each Lease is terminated by reason of any Ground Lease Default, Senior Lender shall exercise in a timely manner its rights, if any, to receive a new Ground Lease (the “New Lease”) pursuant to the terms of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor Lease. If within five (5) days after the date Business Days of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions receipt from Senior Lender of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision notice of the Ground Lease will control and will constitute Default, a Mezzanine Lender has delivered written notice to Senior Lender that such Mezzanine Lender elects to cause a nominee of such Mezzanine Lender to assume the duties and obligations of Lessee Borrower under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or then Senior Lender shall select such nominee (the “New Ground Lessee”) to exercise any other rights or remedies be its designee to which receive such New Lease, provided each of the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In following conditions has been satisfied at such Mezzanine Lender’s sole cost and expense no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims less than five (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates5) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise Business Days prior to the expiration of the applicable Ground period in which Senior Lender is entitled to request a New Lease and in accordance with pursuant to the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided herein.:
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (KBS Real Estate Investment Trust, Inc.)
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for and to all liens, rights and encumbrances to which the Leased Sites Ground Leases are subject or Other Interest Sitessubordinate. Tenant hereby acknowledges that Tenant has reviewed and agreed to all of the terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 attached hereto. Tenant hereby agrees that (x) Tenant shall comply with all provisions, terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 and, subject to Section 7.3(g) and Section 7.3(h), any amendments or modifications thereto and any new Ground Leases, in each case except to the extent such provisions, terms and conditions (1) apply solely to Landlord, (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant, and (3) in the case of the Ground Leases in effect as of the Commencement Date, are expressly set forth in the copies of such Ground Leases that were furnished to Landlord by Tenant on or prior to the Commencement Date (provisions, terms and conditions satisfying clauses (1) through (3), “Landlord Specific Ground Lease Requirements”), and (y) Tenant shall not do, or (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any violation of the Ground Leases. Without limiting the foregoing, (i) Tenant acknowledges that it shall be obligated to (and shall) pay, as applicable during part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent lessee under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to and all of the Ground Lessor; providedLeases, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any Liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that any it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease imposes on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or requires otherwise affect the performance obligations of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of parties to the Ground Lease will control Leases, and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result nothing in the Ground Lessor being entitled to terminate Leases shall vitiate or otherwise affect the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration obligations of the applicable Ground parties hereto pursuant to this Lease and (except as specifically set forth in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinSection 7.3).
Appears in 2 contracts
Samples: Lease Agreement (CAESARS ENTERTAINMENT Corp), Lease Agreement (Vici Properties Inc.)
Ground Leases. Tenant shall pay and perform all of Landlord’s obligations as tenant under the Ground Leases except that (a) Lessee hereby acknowledges thatLandlord shall pay the basic and minimum rent and percentage rent due under the Willington Travel Center ground lease (and Tenant shall reasonably cooperate with Landlord in providing timely information and computations for purposes of computing such rent under such ground lease) and (b) Tenant shall, as during the term of such ground lease, pay to the Leased Property of each Leased Site or Other Interest SiteLandlord, as applicable, this Agreement is subject and subordinate to all of the terms and conditions ofmonthly in advance, the applicable Ground Lease Willington Rent. The “Willington Rent” shall be the sum of (i) all the payments required under Section 5(a) of such Leased Site or Other Interest Siteground lease on account of debt service, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, including without limitation, termsamounts described in Section 5(a)(iii) thereof (it being understood that if such debt service or any component thereof is ever determined on the basis of a formula not compliant with Section 856(d)(2) of the Code, covenantsthen the parties shall renegotiate a compliant substitute for the amounts described under this clause (i)), conditions, plus (ii) the “Fixed Component” which initially shall be $82,270.83 per month and provisions relating which shall increase annually on each October 1 to maintenance, insurance and alterations) as if Lessee were be the "ground lessee" under product of the applicable Ground Lease and, Fixed Component for the month prior to the extent evidence increase multiplied by the sum of such performance must be provided to 1 plus the Ground Lessor of percentage increase (if any) in the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon Index (expressed as a decimal) during the suspension of year preceding the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunderincrease. To the extent that the Index shall decrease during any Ground Lease imposes or requires such prior year, the performance of Fixed Component shall remain unchanged. If Landlord has the "ground lessee" thereunder right, under the provisions of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute Leases, to elect to renew or extend the duties and obligations of Lessee under this Agreement as to the subject matter term of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease Leases or to terminate Lessor's right as purchase the ground lessee under such Ground Leaseleased property, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In Tenant shall so notify Landlord at least one hundred eighty (180) days (but no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims more than one (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates1) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(cyear) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable period within which Landlord is obligated to notify the landlord under such Ground Lease and in accordance with Leases of its election to renew, extend or purchase, as the provisions case may be. Such notice from Tenant shall contain all of the applicable Ground Leaserelevant facts about the impending election to renew, any and all renewal options existing as of the Effective Date and any further renewal extend or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Sitepurchase, including, as applicable, under the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Leases Lease, this Agreement shall terminate with respect to such Property as of the date of such Leased Sites expiration or Other Interest Sitestermination; PROVIDED, as applicable; providedHOWEVER, howeverin such event, that Lessee there shall not be required to exercise no reduction in the Minimum Rent. Landlord shall provide Tenant copies of notices received by Landlord from the lessor under any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinLease.
Appears in 2 contracts
Samples: Lease Agreement (Travelcenters of America LLC), Lease Agreement (Hospitality Properties Trust)
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for and to all liens, rights and encumbrances to which the Leased Sites Ground Leases are subject or Other Interest Sitessubordinate. Tenant hereby acknowledges that Tenant has reviewed and agreed to all of the terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 attached hereto. Tenant hereby agrees that (x) Tenant shall comply with all provisions, terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 and, subject to Section 7.3(g) and Section 7.3(h), any amendments or modifications thereto and any new Ground Leases, in each case, except to the extent such provisions, terms and conditions (1) apply solely to Landlord, (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant, and (3) in the case of the Ground Leases in effect as of the Commencement Date, are expressly set forth in the copies of such Ground Leases that were furnished to Landlord by Tenant on or prior to the Commencement Date (provisions, terms and conditions satisfying clauses (1) through (3), “Landlord Specific Ground Lease Requirements”), and (y) Tenant shall not do, or (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any violation of the Ground Leases. Without limiting the foregoing, (i) Tenant acknowledges that it shall be obligated to (and shall) pay, as applicable during part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent lessee under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to and all of the Ground Lessor; providedLeases, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that any it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease imposes on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or requires otherwise affect the performance obligations of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of parties to the Ground Lease will control Leases, and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result nothing in the Ground Lessor being entitled to terminate Leases shall vitiate or otherwise affect the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration obligations of the applicable Ground parties hereto pursuant to this Lease and (except as specifically set forth in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinSection 7.3).
Appears in 1 contract
Samples: Lease (CAESARS ENTERTAINMENT Corp)
Ground Leases. (a) Lessee hereby acknowledges thatExcept as set forth on Schedule 2.2(k)(ix), as no Subject Entity is a party to any ground lease and no part of the Leased Real Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to any ground lease. Such schedule sets forth a list of all ground leases entered into by or otherwise affecting a Subject Entity (the “Ground Leases”). To the knowledge of the terms and conditions ofSubject Entities, (A) the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each copies of the Ground Leases for the Leased Sites delivered or Other Interest Sites, as applicable during the Term of to be delivered in accordance with this Agreement when are true, complete and accurate copies of all of the Ground Leases, including all amendments, modifications, extensions, renewals, guarantees and other agreements with respect thereto; (B) there are no written or oral promises, understandings or commitments between any of the entities and any ground lessor other than as set forth in such payments become due delivered copies; (C) the Ground Leases constitute the legal, valid and payable andbinding obligation of each of the parties named therein or otherwise obligated thereunder, if Lessee fails and the Ground Leases are enforceable in accordance with their terms; (D) neither such entity nor any ground lessor has breached or is in default of any material provision in any Ground Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to pay Ground Rent constitute a material breach or default or permit the termination, modification or acceleration of rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees Lease; (E) no security deposit or interest payable portion thereof deposited with respect to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment Lease has been applied in respect of Ground Rent for an applicable Site from any Person other than Lessor a breach or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from default under such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease which has not been redeposited in full; and (including, without limitation, terms, covenants, conditions, and provisions relating F) the transactions contemplated by this Agreement do not require the consent of any other party to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable any Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage result in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall will not be required to exercise otherwise cause any Ground Lease renewal option if Sprint Collocator at to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Site covered by such Ground Lease is in default Closing, and will not trigger any purchase option, right of its obligations under this Agreement as first opportunity, right of first refusal or other similar right to purchase the Site beyond applicable notice and cure periods provided hereinsubject premises.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Richmond Honan Medical Properties Inc.)
Ground Leases. (a) Lessee hereby acknowledges that, as to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision For purposes of this Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the applicable termfee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, covenantif any, conditioncomprising 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 provision 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 will control 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: (A) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File; Exh. C-15 (B) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease; (C) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will constitute be enforceable, by either borrower or the duties and obligations mortgagee) that extends not less than 20 years beyond the stated maturity of Lessee under this Agreement as to the subject matter of such term, covenant, conditionrelated Mortgage Loan, or provision. Lessee will not 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (and or with respect to its activities a Mortgage Loan that accrues on the Sprint Collocation Spacean actual 360 basis, Sprint Collocator will notsubstantially amortizes); (D) engage in or permit any conduct that would: The Ground Lease either (i) constitute a breach is not subject to any interests, estates, liens or encumbrances superior to, or of or default under any Ground Leaseequal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) result is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject; (E) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the Ground Lessor being entitled to terminate event it is so assigned, it is further assignable by the applicable holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid); (F) The Mortgage Loan Seller has not received any written notice of material default under or to terminate Lessor's right as ground lessee notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground LeaseLease and no condition that, but for the passage of time or to exercise any other rights or remedies to which the Ground Lessor may be entitled for giving of notice, would result in a material default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach terms of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable such Ground Lease and in accordance with to the provisions of the applicable Ground LeaseMortgage Loan Seller’s knowledge, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default full force and effect as of its obligations under this Agreement as the Closing Date; (G) The Ground Lease and Related Documents require the lessor to give to the Site beyond applicable lender written notice of any default, provides that no notice of default Exh. C-16 or termination is effective against the lender unless such notice is given to the lender; (H) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (I) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization; (J) Under the terms of the Ground Lease and cure periods provided hereinRelated Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (K) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (L) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. 37.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement
Ground Leases. Schedule 3.42 sets forth each Ground Lease, setting forth the relevant terms for each such lease and a description of any revenue sharing arrangements with respect to each such lease. The Ground Leases and the Improvements thereon shall be at each applicable Closing Date free and clear of all Liens other than Permitted Encumbrances. The Company is the original lessee (or has validly succeeded to the rights of the original lessee) under the Ground Leases, holds the leasehold interest created under the Ground Leases, and is the sole owner of the Improvements located on the real property being leased thereunder, excepting, however, those Improvements which were installed by Tenant pursuant to the Tenant Leases and which shall remain the property of such Tenant thereunder. The Improvements are all constructed within the area leased pursuant to the Ground Leases. The Company represents and warrants that except as set forth on Schedule 3.42 hereto: (a) Lessee hereby acknowledges that, as to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement Ground Leases are in full force and effect; (b) the Company is subject and subordinate to all in actual possession of the terms and conditions ofleased premises under the Ground Leases, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As other than leased premises subject to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation options until commencement of the Ground Lessor under Leases; (c) except as set forth on Schedule 3.42, the applicable Company has paid the rent set forth in the Ground Lease Leases on a current basis and will there are no past due amounts; (d) except as expressly set forth in the Ground Leases, the Company is not be liable obligated to pay any additional rent or responsible in any manner whatsoever charges to the Ground Lessors for any failure of period subsequent to the Initial Closing Date; (e) the Company has not received written notice from or given notice to any Ground Lessor claiming that such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided Company is in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease, which has not been cured, and, to the Company’s Knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute such a default; (f) except as set forth on Schedule 3.46 or (ii) result in as otherwise disclosed on Schedule 3.42, no Ground Lease provides for non-monetary rent or other consideration to the Ground Lessor being entitled thereunder; (g) except as set forth on Schedule 3.42, no Ground Lessor is an Affiliate of the Company; (h) except respect to terminate the “Crossroads Sites” as set forth on Exhibit D to the Liberty Purchase Agreement, each Ground Lease (or a memorandum thereof) is recorded in the applicable recorder’s office in the county(ies) in which such applicable site is located; (i) no consent or approval is required from the applicable Ground Lease or Lessor to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise assign any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground LeaseLeases; (j) except as set forth on Schedule 3.42, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any each Ground Lease has a remaining term of at least twenty-four (24) years (including any renewal option if Sprint Collocator at options); and (k) there has not been a material change in the Site covered by terms of each such Ground Lease is in default of since its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinrecordation.
Appears in 1 contract
Ground Leases. (a) Each Borrower who is a Ground Lessee hereby acknowledges thatwill deliver to Administrative Agent, as to the Leased Property within five days after such Borrower’s receipt, a true and correct copy of each Leased Site notice, demand, complaint or Other Interest Site, as applicable, this Agreement is subject and subordinate to all of the terms and conditions of, request from the applicable Ground Lease of such Leased Site Lessor under, or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any termto, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no Any Borrower who is a Ground Lessee will pay the Ground Rent and all other sums of money due and payable at any time under the Ground Lease as and when such sums become due and payable, but in any event shall Lessee have before the expiration of any liability grace period provided in the Ground Lease for the payment of any such sum. Such Borrower will deliver evidence of any such payments to any Sprint Group Member for any breach Administrative Agent within five days after receipt of a written request for evidence of such payments. Each Borrower who is a Ground Lease caused by an act or omission of Lessor or any Sprint Group MemberLessee will at all times perform, beforeobserve and comply in all material respects with all other terms, on, or after the Effective Date, covenants and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration conditions of the applicable Ground Lease to be performed, observed or complied with by such Borrower as Ground Lessee under such Ground Lease. At any time after the Administrative Agent receives notice of a Ground Lessee Default, the Administrative Agent may (but will not be obligated to), make any payment, perform any obligation, and take any other action the applicable Borrower would have the obligation to pay, perform, or take under the relevant Ground Lease that the Administrative Agent deems necessary or desirable to cure or otherwise in accordance with respect of such Ground Lessee Default. For purposes of exercising its rights under this Section, the provisions Administrative Agent will not be liable to the applicable Borrower or any other Person for any action taken or omitted to be taken CREDIT AGREEMENT DATED JUNE 7, 2022 BY AND AMONG BORROWERS, CBL OUTPARCEL HOLDCO, LLC AND CBL & ASSOCIATES LIMITED PARTNERSHIP, AS GUARANTORS, CLMG CORP., AS ADMINISTRATIVE AGENT, AND XXXX BANK USA, AS INITIAL LENDER, AND THE OTHER LENDERS PARTY HERETO (CBL) 0000-0000-0000\14 by the Administrative Agent based on any written notice from Ground Lessor stating that a Ground Lessee Default has occurred and is continuing even though such Borrower may question or deny the existence or nature of such Ground Lessee Default. All expenditures made on behalf of Lenders pursuant to this Section 6.26 to cure or otherwise in respect of, a Ground Lessee Default will become an additional part of the applicable Obligations. Any Borrower who is a Ground Lessee will not, without the written consent of the Administrative Agent (which may be given or withheld by the Administrative Agent in its absolute and sole discretion), take any of the following actions in respect of each Ground Lease to which it is a party: (i) surrender the Leasehold Estate to Ground Lessor or terminate or cancel or otherwise waive any Ground Lessor Default in respect of such Ground Lease; (ii) amend, modify or change such Ground Lease, either orally or in writing, or waive any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Borrower’s rights under such Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicableLease; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by (iii) subordinate such Ground Lease is or the Leasehold Estate to any mortgage, deed of trust or other Lien on or in default respect of its obligations Ground Lessor’s Fee Estate; and (iv) reject or assume such Ground Lease or assign, transfer or otherwise dispose of the Leasehold Estate including without limitation pursuant to Section 365(h) of the Bankruptcy Code, except such Disposition as permitted under the express terms of this Agreement as to the Site beyond applicable notice and cure periods provided hereinAgreement.
Appears in 1 contract
Ground Leases. With respect to each Ground Lease, Borrower shall (ai) Lessee hereby acknowledges thatpay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the Leased Property provisions of each Leased Site or Other Interest Sitesuch Ground Lease, as applicable, this Agreement is subject (ii) diligently perform and subordinate to observe all of the terms terms, covenants and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will Lease on the part of Borrower in all material respects, as tenant thereunder, (iii) promptly pay or cause to be paid the Ground Rent under each notify Lender of the giving of any notice by the landlord under such Ground Leases for the Leased Sites or Other Interest SitesLease to Borrower of any default by Borrower, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amounttenant thereunder, and Lessee will reimburse Lessor therefor deliver to Lender a true copy of each such notice within five (5) days after Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the date landlord under such Ground Lease or of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects withany notice thereof received by Borrower, and fully deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by any Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease in any material respect, either orally or in writing, and completely if Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Borrower, as tenant thereunder, in any material respect and shall fail to cure the same (or shall fail to receive a written waiver of same from the landlord under such Ground Lease) prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants, conditions, covenants and provisions conditions of each such Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating on the part of Borrower to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease andbe performed or observed on behalf of Borrower, to the extent evidence end that the rights of Borrower in, to and under such performance must Ground Lease shall be kept unimpaired and free from default; provided that Lender shall use reasonable efforts to the Ground Lessor of the applicable Ground Leasenotify Borrower that Lender intends (but is not obligated) to pay any such sums, Lessee will provide perform any such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall act and/or take any actions to interfere with Lessee acting as such action. If the "ground lessee" landlord under any Ground Leases as long as Lessee is performing its obligations with respect Lease shall deliver to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder Lender a copy of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision notice of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any other rights or remedies such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by coupled with an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereininterest.
Appears in 1 contract
Ground Leases. (a) With respect to each Ground Lease, each Ground Lessee hereby acknowledges thatshall (i) pay all rents, additional rents and other sums required to be paid by such Ground Lessee, as tenant under and pursuant to the Leased Property provisions of each Leased Site or Other Interest SiteGround Lease, as applicable, this Agreement is subject (ii) diligently perform and subordinate to observe all of the terms terms, covenants and conditions of, the applicable of each Ground Lease on the part of such Leased Site or Other Interest SiteGround Lessee, as applicable. As to any Leased Site or Other Interest Sitetenant thereunder, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation (iii) promptly notify Administrative Agent of the Ground Lessor giving of any notice by the landlord under the applicable Ground Lease and will not be liable or responsible in to any manner whatsoever for Ground Lessee of any failure of such default by any Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest SitesLessee, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amounttenant thereunder, and Lessee will reimburse Lessor therefor deliver to Administrative Agent a true copy of each such notice within five (5) days after of receipt and (iv) promptly notify Administrative Agent of any bankruptcy, reorganization or insolvency of the date landlord under the applicable Ground Lease or of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects withany notice thereof, and fully deliver to Administrative Agent a true copy of such notice within five (5) days of such Ground Lessee's receipt. No Ground Lessee shall, without the prior consent of Administrative Agent and completely the Required Lenders, surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter, amend or waive any term of any Ground Lease, either orally or in writing; provided that only the consent of Administrative Agent shall be required for any amendment to a Ground Lease which only extends the term of such Ground Lease and increases the annual rent payable thereunder by 5% or less; and provided further, that Borrowers shall be entitled to terminate or cancel the Myrtle Beach Golf Course Lease without the prior consent of the Administrative Agent or any Lender. If any Ground Lessee shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of such Ground Lessee, as tenant thereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenantscovenants and conditions of such Ground Lease on the part of such Ground Lessee to be performed or observed on behalf of such Ground Lessee, conditionsto the end that the rights of such Ground Lessee in, to and provisions under such Ground Lease shall be kept unimpaired and free from default. If the landlord under the applicable Ground Lease shall deliver to Administrative Agent a copy of any notice of default under such Ground Lease, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. Each Ground Lessee shall exercise its option, if any, to extend or renew the term of each Ground Lease (including, without limitation, terms, covenants, conditionsother than the Myrtle Beach Golf Course Lease) upon demand by Administrative Agent made at any time within one (1) year prior to the last day upon which any such option may be exercised, and provisions relating each Ground Lessee hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to maintenance, insurance exercise any such option in the name of and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence upon behalf of such performance must be provided to the Ground Lessor of the applicable Ground LeaseLessee, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited which power of attorney granted shall be irrevocable and shall be deemed to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere be coupled with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereininterest.
Appears in 1 contract
Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Ground Leases. (a) Lessee hereby acknowledges that, as to the Leased Property of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for the Leased Sites or Other Interest Sites, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided herein.or
Appears in 1 contract
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under 63 Leases and to all liens, rights and encumbrances to which the applicable Ground Leases are subject or subordinate. Tenant hereby agrees that (x) subject to Section 7.3(g) and Section 7.3(h), Tenant shall comply with all provisions, terms and conditions of any new Ground Leases, except to the extent such provisions, terms and conditions (1) apply solely to Landlord and (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant (provisions, terms and conditions satisfying clauses (1) and (2), “Landlord Specific Ground Lease Requirements”), and will (y) Tenant shall not be liable do, or responsible in (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any manner whatsoever for any failure violation of such the Ground Lessor to perform any such duty or obligationLeases. Lessee agrees Without limiting the foregoing, (i) Tenant acknowledges that it will promptly pay or cause shall be obligated to be paid (and shall) pay, as part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Ground Rent lessee under each any and all of the Ground Leases for the Leased Sites or Other Interest Sitesin accordance with Section 4.1, as applicable during the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or otherwise affect the obligations of the parties to the Ground Leases, and nothing in the Ground Leases shall vitiate or otherwise affect the obligations of the parties hereto pursuant to this Lease (except as specifically set forth in this Section 7.3). (b) Subject to Section 7.3(c) below, in the event of cancellation or termination of any Ground Lease imposes for any reason whatsoever whether voluntary or requires involuntary (by operation of law or otherwise) prior to the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision expiration date of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, including extensions and renewals granted thereunder (other than the cancellation or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach termination of a Ground Lease caused entered into in connection with a sale-leaseback transaction by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims Landlord (other than Claimsif such cancellation or termination resulted from Tenant’s default under this Lease), which cancellation or termination results in the Leased Property leased under such Ground Lease no longer being subject to this Lease), then, this Lease and Tenant’s obligation to pay the Rent and Additional Charges hereunder and all other obligations 64 of Tenant hereunder (other than such obligations of Tenant hereunder that concern solely the applicable Ground Leased Property demised under the affected Ground Lease) shall continue unabated; provided that if Landlord (or any Fee Mortgagee) enters into a replacement lease with respect to the extent arising from actions taken by Lessee applicable Ground Leased Property on substantially similar terms to those of such cancelled or its Affiliates) paidterminated Ground Lease, suffered, incurred or sustained by any Lessee Indemnitee then such replacement lease shall automatically become a Ground Lease hereunder and such Ground Leased Property shall remain part of the Leased Property hereunder. Nothing contained in any manner arising out of, by reason ofthis Lease shall create, or in connection therewithbe construed as creating, any privity of contract or privity of estate between Ground Lessor and Tenant. During the Term as (c) With respect to any Ground Leased Site Property, the Ground Lease for which has an expiration date (taking into account any renewal options exercised thereunder as of the Commencement Date or Other Interest Site, as applicable, and subject to Sections 4(chereafter exercised) and 4(f) below, Lessee agrees to exercise prior to the expiration of the Term (taking into account any exercised renewal options hereunder), this Lease shall expire solely with respect to such Ground Leased Property concurrently with such Ground Lease expiration date (taking into account the terms of the following sentences of this Section 7.3(c)). There shall be no reduction in Rent nor Required Capital Expenditures by reason of such expiration with respect to, and the corresponding removal from this Lease of, any such Ground Leased Property. Landlord (as ground lessee) shall be required to exercise all renewal options contained in each Ground Lease so as to extend the term thereof (provided, that Tenant shall furnish to Landlord written notice of the outside date by which any such renewal option must be exercised in order to validly extend the term of any such Ground Lease; such notice shall be delivered no earlier than one hundred twenty (120) days prior to the earliest date any such option may be validly exercised and no later than forty-five (45) days prior to the outside date by which such option must be validly exercised, which notice shall be followed by a second notice from Tenant to Landlord of such outside date, such notice to be furnished to Landlord no later than fifteen (15) days prior to the outside date), and Landlord shall provide Tenant with a copy of Landlord’s exercise of such renewal option. With respect to any Ground Lease that otherwise would expire during the Term, Tenant, on Landlord’s behalf, shall have the right to negotiate for a renewal or replacement of such Ground Lease with the third-party ground lessor, on terms satisfactory to Tenant (subject, (i) to Landlord’s reasonable consent with respect to the provisions, terms and conditions thereof which would reasonably be expected to materially and adversely affect Landlord, and (ii) in the case of any such renewal or replacement that would extend the term of such Ground Lease beyond the Term, to Landlord’s sole right to approve any such provisions, terms and conditions that would be applicable beyond the Term). (d) Nothing contained in this Lease amends, or shall be construed to amend, any provision of the Ground Leases. (e) Tenant shall indemnify, defend and hold harmless the Landlord Indemnified Parties, the Ground Lessor, any master lessor to Ground Lessor and any other party entitled to be indemnified by Landlord pursuant to the terms of any Ground Lease from and against any and all claims arising from or in connection with the Facility and/or this Lease with respect to which such party is entitled to indemnification by Landlord pursuant to the terms of any Ground Lease, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon to the extent provided in the applicable Ground Lease Lease; and in accordance with case any such action or proceeding be brought against any of the provisions Landlord Indemnified Parties, 65 any Ground Lessor or any master lessor to Ground Lessor or any such party by reason of any such claim, Tenant, upon notice from Landlord or any of its Affiliates or such other Landlord Indemnified Party, such Ground Lessor or such master lessor to Ground Lessor or any such party, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to the party or parties indemnified pursuant to this paragraph or the Ground Lease. Notwithstanding the foregoing, in no event shall Tenant be required to indemnify, defend or hold harmless the Landlord Indemnified Parties, the Ground Lessor, any master lessor to Ground Lessor or any other party from or against any claims to the extent resulting from (i) the gross negligence or willful misconduct of Landlord, or (ii) the actions of Landlord except if such actions are the result of Tenant’s failure, in violation of this Lease, to act. (f) To the extent required under the applicable Ground Lease, Tenant hereby waives any and all renewal options existing as rights of recovery (including subrogation rights of its insurers) from the applicable Ground Lessor, its agents, principals, employees and representatives for any loss or damage, including consequential loss or damage, covered by any insurance policy maintained by Tenant, whether or not such policy is required under the terms of the Effective Date Ground Lease. (g) Landlord shall not enter into any new ground leases with respect to the Leased Property or any portion thereof (except as provided by Section 7.3(h)), or amend, modify or terminate any existing Ground Leases (except as provided by Section 7.3(b) or Section 7.3(c)), in each case without Tenant’s prior written consent in its reasonable discretion, provided, that, Landlord may amend or modify Ground Leases in a manner that will not adversely affect Tenant (e.g., an amendment relating to a period following the end of the Term), and any further renewal or extension options that Landlord may be granted by acquire the fee interest in the property leased pursuant to any Ground Lessor after Lease, so long as Tenant’s rights and obligations hereunder are not adversely affected thereby. (h) Landlord may enter into new Ground Leases with respect to the Effective Date for Leased Property or any portion thereof (including pursuant to a sale-leaseback transaction) or amend or modify any such Leased Site Ground Leases, provided that, notwithstanding anything herein to the contrary (other than replacement Ground Lease(s) made pursuant to Section 7.3(b) or Other Interest SiteGround Lease(s) made pursuant to the final sentence of Section 7.3(c)), as applicableTenant shall not be obligated to comply with any additional or more onerous obligations under such new ground lease or amendment or modification thereof with which Tenant is not otherwise obligated to comply under this Lease (and, under without limiting the Ground Leases generality of such Leased Sites or Other Interest Sitesthe foregoing, as applicable; provided, however, that Lessee Tenant shall not be required to exercise incur any additional monetary obligations (whether for payment of rents under such new Ground Lease renewal option if Sprint Collocator at the Site covered by or otherwise) in connection with such new Ground Lease is Lease) (except to a de minimis extent), unless Tenant approves such additional obligations in default of its obligations under this Agreement as to the Site beyond applicable notice sole and cure periods provided herein.absolute discretion. 7.4
Appears in 1 contract
Samples: Lease Agreement
Ground Leases. (aSchedule 5.1(g) Lessee hereby acknowledges thatcontains a true, as to the Leased Property complete and correct list and description of each Leased Site or Other Interest Site, as applicable, this Agreement is subject and subordinate to all certain key terms of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for at the Leased Sites Leasehold Properties, true, complete and correct copies of which have been made available to Purchaser. Except as contained on Schedule 5.1(g): (i) to such Seller's Knowledge, each owner, lessor or Other Interest Siteseasement grantor under each Ground Lease has good and marketable title to the corresponding Property; (ii) each Ground Lease is in full force and effect, as has not been modified or amended, and there is no action to revoke, cancel, renegotiate or adversely affect in any manner any Ground Lease; (iii) such Seller is in actual possession of the premises under the Ground Leases; (iv) there are no material defaults thereunder by such Seller or, to such Seller's Knowledge, by the applicable during owner, lessor thereunder, or easement grantor; (v) such Seller has not received any notices from or given notice to any owner, lessor or easement grantor claiming that the Term other party is in default under any of this Agreement when the Ground Leases and to such Seller's Knowledge, there is no event, with the giving of notice or the passage of time or both, would constitute such a default; (vi) there are no existing disputes regarding the computation and payment of fees or other lease payments become under the Ground Leases or any other material provisions thereunder; (vii) such Seller has performed its obligations and paid the rent and such other payments set forth in or required to be paid under its Ground Leases on a current basis and there are no material past due and payable and, if Lessee fails amounts; (viii) such Seller has no obligation to pay Ground Rent any additional rent or charges to any of the owners, lessors or easement grantors under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to the Ground Lessor; provided, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, except as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided set forth in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if Lessee were the "ground lessee" under the applicable Ground Lease and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, Lessee will provide such evidence ; and (ix) there is no non-monetary rent or other consideration payable to Ground Lessor. Unless otherwise directed by Lessee or upon the suspension any of the limited power of attorney granted to Lessee belowowners, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting as the "ground lessee" under any Ground Leases as long as Lessee is performing its obligations with respect to Ground Leases hereunder. To the extent that any Ground Lease imposes lessors or requires the performance of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of the Ground Lease will control and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration of the applicable Ground Lease and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereineasement grantors.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sba Communications Corp)
Ground Leases. (a) Lessee hereby acknowledges thatThis Lease, as to the extent affecting and solely with respect to the Ground Leased Property of each Leased Site or Other Interest SiteProperty, as applicable, this Agreement is and shall be subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site or Other Interest Site, as applicable. As to any Leased Site or Other Interest Site, as applicable, neither Lessor nor any other Sprint Group Member will be deemed to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and will not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. Lessee agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases for and to all liens, rights and encumbrances to which the Leased Sites Ground Leases are subject or Other Interest Sitessubordinate. Tenant hereby acknowledges that Tenant has reviewed and agreed to all of the terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2 attached hereto. Tenant hereby agrees that (x) Tenant shall comply with all provisions, terms and conditions of the Ground Leases in effect as of the Commencement Date as listed on Schedule 2, except to the extent such provisions, terms and conditions (1) apply solely to Landlord, (2) are not susceptible of being performed (or if breached, are not capable of being cured) by Tenant, and (3) in the case of the Ground Leases in effect as of the Commencement Date, are expressly set forth in the copies of such Ground Leases that were furnished to Landlord by Tenant on or prior to the Commencement Date (provisions, terms and conditions satisfying clauses (1) through (3), “Landlord Specific Ground Lease Requirements”), and (y) Tenant shall not do, or (except with respect to Landlord Specific Ground Lease Requirements) fail to do, anything that would cause any violation of the Ground Leases. Without limiting the foregoing, (i) Tenant acknowledges that it shall be obligated to (and shall) pay, as applicable during part of Tenant’s obligations under this Lease, all monetary obligations imposed upon Landlord as the Term of this Agreement when such payments become due and payable and, if Lessee fails to pay Ground Rent lessee under any Ground Lease on a timely basis, Lessee will be responsible for any applicable late charges, fees or interest payable to and all of the Ground Lessor; providedLeases, however, that should any Ground Lessor refuse the payment of Ground Rent for an applicable Site from any Person other than Lessor or its Affiliate, as applicable, then Lessor or its Affiliate, as applicable, after written notice from Lessee of the need for payment from such Person, will promptly pay such amount, and Lessee will reimburse Lessor therefor within five (5) days after the date of Lessor's payment. Except as provided in Section 4(c), Lessee will abide by, comply in all respects with, and fully and completely perform all terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, termsany rent and additional rent payable thereunder and shall, covenantsupon request, conditionsprovide satisfactory proof evidencing such payments to Landlord, and provisions relating (ii) to maintenancethe extent Landlord is required to obtain the written consent of the lessor under any applicable Ground Lease (in each case, insurance and alterationsthe “Ground Lessor”) as if Lessee were to alterations of or the "ground lessee" under subleasing of all or any portion of the Ground Leased Property pursuant to any Ground Lease, Tenant shall likewise obtain the applicable Ground Lease andLessor’s written consent to alterations of or the sub-subleasing of all or any portion of the Ground Leased Property (in each case, to the extent evidence of such performance must be provided to the Ground Lessor same is permitted hereunder), and (iii) (without limitation of the Insurance Requirements hereunder) Tenant shall carry and maintain general liability, automobile liability, property and casualty, worker’s compensation, employer’s liability insurance and such other insurance, if any, in amounts and with policy provisions, coverages and certificates as required of Landlord as tenant under any applicable Ground Lease, Lessee will provide such evidence . The foregoing is not intended to Ground Lessor. Unless otherwise directed by Lessee vitiate or upon the suspension of the limited power of attorney granted to Lessee below, neither Lessor, Sprint, nor any of their respective Affiliates shall take any actions to interfere with Lessee acting supersede Landlord’s rights as the "ground lessee" lessee under any Ground Leases as long as Lessee is performing Lease, and, without limitation of the preceding portion of this sentence or of any other rights or remedies of Landlord hereunder, in the event Tenant fails to comply with its obligations with respect to Ground Leases hereunder. To as described herein (without giving effect to any notice or cure periods thereunder), Landlord shall have the right (but without any obligation to Tenant or any liability for failure to exercise such right), following written notice to Tenant and the passage of a reasonable period of time (except to the extent the failure is of a nature such that any it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable) to cure such failure, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such failure. The parties acknowledge that the Ground Leases on the one hand, and this Lease imposes on the other hand, constitute separate contractual arrangements among separate parties and nothing in this Lease shall vitiate or requires otherwise affect the performance obligations of the "ground lessee" thereunder of any duty or obligation that is more stringent than or in conflict with any term, covenant, condition, or provision of this Agreement, the applicable term, covenant, condition, or provision of parties to the Ground Lease will control Leases, and will constitute the duties and obligations of Lessee under this Agreement as to the subject matter of such term, covenant, condition, or provision. Lessee will not (and with respect to its activities on the Sprint Collocation Space, Sprint Collocator will not) engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result nothing in the Ground Lessor being entitled to terminate Leases shall vitiate or otherwise affect the applicable Ground Lease or to terminate Lessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. In no event shall Lessee have any liability to any Sprint Group Member for any breach of a Ground Lease caused by an act or omission of Lessor or any Sprint Group Member, before, on, or after the Effective Date, and Sprint Collocator hereby indemnify and hold the Lessee Indemnitees harmless from and against and in respect of any and all Claims (other than Claims, to the extent arising from actions taken by Lessee or its Affiliates) paid, suffered, incurred or sustained by any Lessee Indemnitee and in any manner arising out of, by reason of, or in connection therewith. During the Term as to any Leased Site or Other Interest Site, as applicable, and subject to Sections 4(c) and 4(f) below, Lessee agrees to exercise prior to the expiration obligations of the applicable Ground parties hereto pursuant to this Lease and (except as specifically set forth in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the Effective Date and any further renewal or extension options that may be granted by any Ground Lessor after the Effective Date for any such Leased Site or Other Interest Site, as applicable, under the Ground Leases of such Leased Sites or Other Interest Sites, as applicable; provided, however, that Lessee shall not be required to exercise any Ground Lease renewal option if Sprint Collocator at the Site covered by such Ground Lease is in default of its obligations under this Agreement as to the Site beyond applicable notice and cure periods provided hereinSection 7.3).
Appears in 1 contract
Samples: Lease (Vici Properties Inc.)
