Common use of Ground Lessor Consents Clause in Contracts

Ground Lessor Consents. Purchaser, with the active good faith cooperation of Sellers, shall use its diligent best efforts to obtain a consent to the Ground Lease Assignment from each of the Ground Lessors under the applicable Ground Leases as set forth in Exhibit N following Sellers’ establishment of initial contact on behalf of Purchaser with each Ground Lessor, and Purchaser shall keep Sellers reasonably informed of the status of its negotiations with Ground Lessors; provided, however, that in the event that any Ground Lessor informs Purchaser that it may not be, or is not, willing to consent to the applicable Ground Lease Assignment, Purchaser shall promptly (and in no event later than five (5) Business Days after becoming aware of such Ground Lessor’s position) notify Sellers in writing of such fact and Sellers shall thereafter have the right to engage directly with such Ground Lessor to attempt to negotiate for the applicable consent to the Ground Lease Assignment (provided that Sellers shall keep Purchaser involved in such negotiations). In the event that (i) a Ground Lessor has consented to the applicable Ground Lease Assignment, (ii) any Seller or any affiliate of a Seller has provided a guaranty or any indemnification to a Ground Lessor of any obligations under the corresponding Ground Lease and (iii) the obligations of such Seller or its affiliate under such guaranty are not released concurrently with the Ground Lease Assignment notwithstanding Purchaser’s diligent best efforts to obtain such release, then Purchaser shall cause Purchaser Parent to provide a back-to-back indemnity to the applicable Seller or affiliate of Seller (in a form to be agreed between Purchaser and such Seller) for any obligations of such Seller or affiliate of such Seller under such guaranty or indemnity based on facts or events occurring from and after the effective date of the Ground Lease Assignment. Without limiting the foregoing, Purchaser Parent shall (i) to the extent required by the Ground Lessor under any Ground Lease, deliver evidence of its net worth, and (ii) to the extent required by the Ground Lessor under any Ground Lease, where (x) the terms of such Ground Lease afford such Ground Lessor a right to withhold its consent to the Ground Lease Assignment based on the financial wherewithal or creditworthiness of the assignee and/or (y) a guaranty by Seller or an affiliate of Seller is currently in place with respect to such Ground Lease, provide a guaranty of the assignee’s obligations under such Ground Lease in form and substance reasonably satisfactory to Purchaser.

Ground Lessor Consents. Purchaser, with the active good faith cooperation of Sellers, shall use its diligent best efforts to obtain a consent to the Ground Lease Assignment from each of the Ground Lessors under the applicable Ground Leases as set forth in Exhibit N following Sellers’ establishment of initial contact on behalf of Purchaser with each Ground LessorBorrower shall, and Purchaser shall keep Sellers reasonably informed of cause the status of its negotiations Owner Parties to, cooperate fully with Ground Lessors; provided, however, that in the event that any Ground Lessor informs Purchaser that it may not be, or is not, willing to consent to the applicable Ground Lease Assignment, Purchaser shall promptly (and in no event later than five (5) Business Days after becoming aware of such Ground Lessor’s position) notify Sellers in writing of such fact and Sellers shall thereafter have the right to engage directly with such Ground Lessor Lender to attempt to negotiate obtain written consent from each Ground Lessor for the applicable consent to the Ground Lease Assignment (provided that Sellers shall keep Purchaser involved in such negotiations). In the event that purpose of recording (i) a Ground Lessor has consented to first-lien leasehold mortgage on the applicable portion of the Property covered by its Ground Lease Assignment, for the benefit of Lender and (ii) any Seller or any affiliate SNDAs from all parties with interests superior to the mortgagors’ interest in the applicable portion of the Property (each such consent, a Seller has provided a guaranty or any indemnification “Ground Lessor Consent”). Such cooperation by Borrower and the Owner Parties shall include commencing litigation, if necessary, to enforce the obligation of each Ground Lessor to be reasonable in granting consent to a leasehold mortgage, but shall not include the expenditure of commercially unreasonable amounts of time or money or the acceptance of commercially unreasonable risks, liabilities or obligations. Borrower and Lender agree and acknowledge that, so long as Borrower and the Owner Parties cooperate fully with Lender to attempt to obtain Ground Lessor of any obligations under the corresponding Ground Lease and (iii) the obligations of such Seller or its affiliate under such guaranty are not released concurrently Consents in accordance with the requirements set forth herein, the failure to obtain any Ground Lease Assignment notwithstanding Purchaser’s diligent best efforts Lessor Consent shall not constitute a Default or Event of Default under this Agreement. Borrower shall, and shall cause the Owner Parties to, (i) deliver material consents, material notices, material requests or other material written correspondence among Borrower, the Owner Parties and the Ground Lessors with respect to such attempt to obtain such release, then Purchaser shall cause Purchaser Parent to provide a back-to-back indemnity to the applicable Seller or affiliate of Seller (in a form to be agreed between Purchaser and such Seller) for any obligations of such Seller or affiliate of such Seller under such guaranty or indemnity based on facts or events occurring from and after the effective date of the Ground Lease Assignment. Without limiting the foregoing, Purchaser Parent shall (i) to the extent required by the Ground Lessor under any Ground Lease, deliver evidence of its net worthConsents, and (ii) keep Lender apprised periodically of such attempt to the extent required by the obtain such Ground Lessor under any Ground Lease, where (x) Consents. Upon the terms receipt of such Ground Lease afford such Ground Lessor a right Consent, Borrower shall cause the Owner Parties to withhold its consent promptly execute and deliver to the Ground Lease Assignment based on the financial wherewithal or creditworthiness of the assignee and/or Lender (yfor recordation) a guaranty by Seller or an affiliate of Seller is currently Mortgage, substantially in place the form attached hereto and made a part hereof as Schedule X, with respect to such Ground Leaseground leasehold interests (as security for the Debt Guaranty). Borrower shall also cause to be delivered to Lender, provide simultaneously with the delivery of each such Mortgage, (i) a guaranty Title Insurance Policy insuring the Lien of such Mortgage, subject only to Permitted Encumbrances, and in an amount equal to the principal balance of the assignee’s obligations under such Ground Lease Loan, with all title endorsements described in Schedule XI attached hereto and made a part hereof and any other title endorsements as Lender shall reasonably require and can be obtained for a commercially reasonable premium, together with the Survey already existing as of the date hereof read in; (ii) SNDAs in a form and substance reasonably satisfactory to PurchaserLender; (iii) an assignment of leases and rents, substantially in the form attached hereto and made a part hereof as Schedule XII; and (iv) a legal opinion on the enforceability of such Security Instrument and the assignment of leases and rents, similar in form to the enforceability opinion delivered at or around the Closing Date.