Common use of Principal Lease Clause in Contracts

Principal Lease. (a) Borrower will comply in all material respects with the terms and conditions of the Principal Lease, Borrower will not, without the prior consent of Lender, do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair or tend to impair the security of the Real Estate under the Principal Lease or will be grounds for declaring a forfeiture of the Principal Lease. (b) Borrower shall enforce in all material respects the Principal Lease and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed as to any matter other than a surrender or termination of the Principal Lease or the exercise of any option thereunder, terminate, modify, cancel, change, supplement, alter or amend any of the Principal Lease, or waive, excuse, condone or in any way release or discharge its interest under the Principal Lease, or from any of the material covenants and conditions to be performed or observed by Principal Tenant under the Principal Lease (Principal Tenant is hereinafter referred to in this Section 1.31 as the “Tenant”). Any such termination, cancellation, modification, change, supplement, alteration or amendment of the Principal Lease without the prior consent of Lender shall be void and of no force and effect. (c) Borrower will give Lender prompt (and in all events within five (5) days) notice of the receipt by Borrower of any notice of default from the Tenant. Borrower will promptly (and in all events within five (5) days) furnish to Lender copies of all material information furnished to the Tenant by the terms of the Principal Lease. Borrower will deliver to Lender an exact copy of any material notice, communication, plan, specification or other instrument or document received or given by Borrower in any way relating to or affecting the Principal Lease which may concern or affect the estate of the Tenant or Borrower thereunder in or under the Principal Lease or in the real estate respectively thereby demised. (d) Lender shall have the right, but not the obligation, to perform any obligations of Borrower under the terms of the Principal Lease during the continuance of a default thereunder, after notice, if applicable, and the expiration of any applicable grace or cure period, if any. All costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, after such a default shall be treated as an advance secured by this Mortgage, shall bear interest thereon at the Default Interest Rate from the date of payment by Lender until paid in full and shall be paid by Borrower to Lender during the continuance of an Event of Default within five (5) days after demand. No performance by Lender of any obligations of Borrower shall constitute a waiver of any default arising by reason of Borrower’s failure to perform the same. If Lender shall make any payment or perform any act or take action in accordance with this Section 1.31(d), Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lessees, sublessees and other occupants under the Principal Lease, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. (e) To the extent permitted by law, the price payable by Borrower or any other person or entity in the exercise of any right of redemption following foreclosure of the Property shall include all rents paid and other sums advanced by Lender, together with interest thereon at the Default Interest Rate as fee owner and as lessee under the Principal Lease, respectively, on behalf of Borrower on account of the Property. (f) If either Borrower or the Tenant shall deliver to Lender a copy of any notice of default sent by such person to another party under the Principal Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in reliance thereon after notice, if applicable, and the expiration of any applicable cure period if any. (g) Borrower hereby assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by Tenant of the Principal Lease under the Bankruptcy Code. Borrower shall notify Lender promptly (and in any event within ten (10) days) of any claim, suit action or proceeding relating to the rejection of any of the Principal Lease. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of Tenant under the Bankruptcy Code during the continuance of any Event of Default. Borrower may make any compromise or settlement in connection with such proceedings (subject to Lender’s reasonable approval); provided, however, that Lender shall be authorized and entitled to compromise or settle any such proceeding if such compromise or settlement is made after the occurrence and during the continuance of any Event of Default. Borrower shall promptly execute and deliver to Lender any and all instruments reasonably required in connection with any such proceeding after request therefor by Lender. Except as set forth above, Borrower shall not adjust, compromise, settle or enter into any agreement with respect to such proceedings without the prior written consent of Lender. (h) Borrower shall not, without Lender’s prior written consent, elect to treat any of the Principal Lease as terminated under Section 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (i) If pursuant to Section 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset against the rent reserved in the Principal Lease the amount of any damages caused by the non-performance by the Tenant of any of the Tenant’s obligations under the Principal Lease after the rejection by the Tenant of the Principal Lease under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender of its intention to do so, setting forth the amounts proposed to be so offset and the basis therefor. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection (l), Borrower may proceed to effect such offset in the amounts set forth in Borrower’s notice. Neither Lender’s failure to object as aforesaid nor any objection or other communication between Lender and Borrower relating to such offset shall constitute an approval of any such offset by Lender. Borrower shall indemnify and save Lender harmless from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses of every nature whatsoever (including, without limitation, reasonable attorneys’ fees and disbursements) arising from or relating to any such offset by Borrower against the rent reserved in the respective Lease. (j) If any action, proceeding, motion or notice shall be commenced or filed in respect of Borrower or, after the occurrence and during the continuance of any Event of Default, the Property in connection with any case under the Bankruptcy Code, Lender shall have the option, to the exclusion of Borrower, exercisable upon notice from Lender to Borrower, to conduct and control any such litigation with counsel of Lender’s choice. Lender may proceed in its own name or in the name of Borrower in connection with any such litigation, and Borrower agrees to execute any and all powers, authorizations, consents and other documents required by Lender in connection therewith. Borrower shall pay to Lender all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) paid or incurred by Lender in connection with the prosecution or conduct of any such proceedings within five (5) days after notice from Lender setting forth such costs and expenses in reasonable detail. Any such costs or expenses not paid by Borrower as aforesaid shall be secured by the lien of this Mortgage, shall be added to the principal amount of the Debt and shall bear interest at the Default Interest Rate. Borrower shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Principal Lease in any such case under the Bankruptcy Code without the prior written consent of Lender. (k) Borrower shall immediately, after obtaining knowledge thereof, notify Lender of any filing by or against the Tenant of a petition under the Bankruptcy Code. Borrower shall thereafter forthwith give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender following receipt any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto. (l) Borrower hereby covenants and agrees to send to Lender copies of all material notices under the Principal Lease hereafter given or received by such person in connection therewith to Lender in accordance with Section 5.5 hereof. (m) Effective upon the entry of an order for relief in respect of Borrower under the Bankruptcy Code, Borrower hereby assigns and transfers to Lender a non-exclusive right to apply to the Bankruptcy Court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Principal Lease may be rejected or assumed.

Principal Lease. (a) Borrower will comply in all material respects with the terms and conditions of the Principal Lease, Borrower will not, without the prior consent of Lender, do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair or tend to impair the security of the Real Estate under the Principal Lease or will be grounds for declaring a forfeiture of the Principal Lease. (b) Borrower shall enforce in all material respects the Principal Lease and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed as to any matter other than a surrender or termination of the Principal Lease or the exercise of any option thereunder, terminate, modify, cancel, change, supplement, alter or amend any of the Principal Lease, or waive, excuse, condone or in any way release or discharge its interest under the Principal Lease, or from any of the material covenants and conditions to be performed or observed by Principal Tenant under the Principal Lease (Principal Tenant is hereinafter referred to in this Section 1.31 as the “Tenant”). Any such termination, cancellation, modification, change, supplement, alteration or amendment of the Principal Lease without the prior consent of Lender shall be void and of no force and effect. (c) Borrower will give Lender prompt (and in all events within five (5) days) notice of the receipt by Borrower of any notice of default from the Tenant. Borrower will promptly (and in all events within five (5) days) furnish to Lender copies of all material information furnished to the Tenant by the terms of the Principal Lease. Borrower will deliver to Lender an exact copy of any material notice, communication, plan, specification or other instrument or document received or given by Borrower in any way relating to or affecting the Principal Lease which may concern or affect the estate of the Tenant or Borrower thereunder in or under the Principal Lease or in the real estate respectively thereby demised. (d) Lender shall have the right, but not the obligation, to perform any obligations of Borrower under the terms of the Principal Lease during the continuance of a default thereunder, after notice, if applicable, and the expiration of any applicable grace or cure period, if any. All costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, after such a default shall be treated as an advance secured by this MortgageDeed of Trust, shall bear interest thereon at the Default Interest Rate from the date of payment by Lender Lxxxxx until paid in full and shall be paid by Borrower to Lender during the continuance of an Event of Default within five (5) days after demand. No performance by Lender Lxxxxx of any obligations of Borrower shall constitute a waiver of any default arising by reason of BorrowerBxxxxxxx’s failure to perform the same. If Lender shall make any payment or perform any act or take action in accordance with this Section 1.31(d), Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lessees, sublessees and other occupants under the Principal Lease, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. (e) To the extent permitted by law, the price payable by Borrower or any other person or entity in the exercise of any right of redemption following foreclosure of the Property shall include all rents paid and other sums advanced by LenderLxxxxx, together with interest thereon at the Default Interest Rate as fee owner and as lessee under the Principal Lease, respectively, on behalf of Borrower on account of the Property. (f) If either Borrower or the Tenant shall deliver to Lender a copy of any notice of default sent by such person to another party under the Principal Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in reliance thereon after notice, if applicable, and the expiration of any applicable cure period if any. (g) Borrower hereby assigns, transfers and sets over to Lender all of BorrowerBxxxxxxx’s claims and rights to the payment of damages arising from any rejection by Tenant of the Principal Lease under the Bankruptcy Code. Borrower shall notify Lender promptly (and in any event within ten (10) days) of any claim, suit action or proceeding relating to the rejection of any of the Principal Lease. Lender Lxxxxx is hereby irrevocably appointed as BorrowerBxxxxxxx’s attorney-in-fact, coupled with an interest, with exclusive power to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of Tenant under the Bankruptcy Code during the continuance of any Event of Default. Borrower may make any compromise or settlement in connection with such proceedings (subject to Lender’s reasonable approval); provided, however, that Lender shall be authorized and entitled to compromise or settle any such proceeding if such compromise or settlement is made after the occurrence and during the continuance of any Event of Default. Borrower shall promptly execute and deliver to Lender any and all instruments reasonably required in connection with any such proceeding after request therefor by LenderLxxxxx. Except as set forth above, Borrower Bxxxxxxx shall not adjust, compromise, settle or enter into any agreement with respect to such proceedings without the prior written consent of Lender. (h) Borrower shall not, without LenderLxxxxx’s prior written consent, elect to treat any of the Principal Lease as terminated under Section 365(h)(l) of the Bankruptcy Code. Any such election made without LenderLxxxxx’s prior written consent shall be void. (i) If pursuant to Section 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset against the rent reserved in the Principal Lease the amount of any damages caused by the non-performance by the Tenant of any of the Tenant’s obligations under the Principal Lease after the rejection by the Tenant of the Principal Lease under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender of its intention to do so, setting forth the amounts proposed to be so offset and the basis therefor. If Lender Lxxxxx has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection (l), Borrower may proceed to effect such offset in the amounts set forth in Borrower’s notice. Neither Lender’s failure to object as aforesaid nor any objection or other communication between Lender and Borrower relating to such offset shall constitute an approval of any such offset by Lender. Borrower shall indemnify and save Lender harmless from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses of every nature whatsoever (including, without limitation, reasonable attorneys’ fees and disbursements) arising from or relating to any such offset by Borrower against the rent reserved in the respective Lease. (j) If any action, proceeding, motion or notice shall be commenced or filed in respect of Borrower or, after the occurrence and during the continuance of any Event of Default, the Property in connection with any case under the Bankruptcy Code, Lender shall have the option, to the exclusion of Borrower, exercisable upon notice from Lender to Borrower, to conduct and control any such litigation with counsel of LenderLxxxxx’s choice. Lender may proceed in its own name or in the name of Borrower in connection with any such litigation, and Borrower Bxxxxxxx agrees to execute any and all powers, authorizations, consents and other documents required by Lender Lxxxxx in connection therewith. Borrower shall pay to Lender all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) paid or incurred by Lender Lxxxxx in connection with the prosecution or conduct of any such proceedings within five (5) days after notice from Lender setting forth such costs and expenses in reasonable detail. Any such costs or expenses not paid by Borrower as aforesaid shall be secured by the lien of this MortgageDeed of Trust, shall be added to the principal amount of the Debt and shall bear interest at the Default Interest Rate. Borrower shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Principal Lease in any such case under the Bankruptcy Code without the prior written consent of Lender. (k) Borrower shall immediately, after obtaining knowledge thereof, notify Lender of any filing by or against the Tenant of a petition under the Bankruptcy Code. Borrower shall thereafter forthwith give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender following receipt any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto. (l) Borrower hereby covenants and agrees to send to Lender copies of all material notices under the Principal Lease hereafter given or received by such person in connection therewith to Lender in accordance with Section 5.5 hereof. (m) Effective upon the entry of an order for relief in respect of Borrower under the Bankruptcy Code, Borrower hereby assigns and transfers to Lender a non-exclusive right to apply to the Bankruptcy Court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Principal Lease may be rejected or assumed.

Principal Lease. (a) Borrower will comply in all material respects with the terms and conditions of the Principal Lease, Borrower will not, without the prior consent of Lender, do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair or tend to impair the security of the Real Estate under the Principal Lease or will be grounds for declaring a forfeiture of the Principal Lease. (b) Borrower shall enforce in all material respects the Principal Lease and will not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed as to any matter other than a surrender or termination of the Principal Lease or the exercise of any option thereunder, terminate, modify, cancel, change, supplement, alter or amend any of the Principal Lease, or waive, excuse, condone or in any way release or discharge its interest under the Principal Lease, or from any of the material covenants and conditions to be performed or observed by Principal Tenant under the Principal Lease (Principal Tenant is hereinafter referred to in this Section 1.31 as the “Tenant”). Any such termination, cancellation, modification, change, supplement, alteration or amendment of the Principal Lease without the prior consent of Lender shall be void and of no force and effect. (c) Borrower will give Lender prompt (and in all events within five (5) days) notice of the receipt by Borrower of any notice of default from the Tenant. Borrower will promptly (and in all events within five (5) days) furnish to Lender copies of all material information furnished to the Tenant by the terms of the Principal Lease. Borrower will deliver to Lender an exact copy of any material notice, communication, plan, specification or other instrument or document received or given by Borrower in any way relating to or affecting the Principal Lease which may concern or affect the estate of the Tenant or Borrower thereunder in or under the Principal Lease or in the real estate respectively thereby demised. (d) Lender shall have the right, but not the obligation, to perform any obligations of Borrower under the terms of the Principal Lease during the continuance of a default thereunder, after notice, if applicable, and the expiration of any applicable grace or cure period, if any. All costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, after such a default shall be treated as an advance secured by this MortgageDeed of Trust, shall bear interest thereon at the Default Interest Rate from the date of payment by Lender until paid in full and shall be paid by Borrower to Lender during the continuance of an Event of Default within five (5) days after demand. No performance by Lender of any obligations of Borrower shall constitute a waiver of any default arising by reason of Borrower’s failure to perform the same. If Lender shall make any payment or perform any act or take action in accordance with this Section 1.31(d), Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lessees, sublessees and other occupants under the Principal Lease, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. (e) To the extent permitted by law, the price payable by Borrower or any other person or entity in the exercise of any right of redemption following foreclosure of the Property shall include all rents paid and other sums advanced by Lender, together with interest thereon at the Default Interest Rate as fee owner and as lessee under the Principal Lease, respectively, on behalf of Borrower on account of the Property. (f) If either Borrower or the Tenant shall deliver to Lender a copy of any notice of default sent by such person to another party under the Principal Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in reliance thereon after notice, if applicable, and the expiration of any applicable cure period if any. (g) Borrower hereby assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by Tenant of the Principal Lease under the Bankruptcy Code. Borrower shall notify Lender promptly (and in any event within ten (10) days) of any claim, suit action or proceeding relating to the rejection of any of the Principal Lease. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of Tenant under the Bankruptcy Code during the continuance of any Event of Default. Borrower may make any compromise or settlement in connection with such proceedings (subject to Lender’s reasonable approval); provided, however, that Lender shall be authorized and entitled to compromise or settle any such proceeding if such compromise or settlement is made after the occurrence and during the continuance of any Event of Default. Borrower shall promptly execute and deliver to Lender any and all instruments reasonably required in connection with any such proceeding after request therefor by Lender. Except as set forth above, Borrower shall not adjust, compromise, settle or enter into any agreement with respect to such proceedings without the prior written consent of Lender. (h) Borrower shall not, without Lender’s prior written consent, elect to treat any of the Principal Lease as terminated under Section 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (i) If pursuant to Section 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset against the rent reserved in the Principal Lease the amount of any damages caused by the non-performance by the Tenant of any of the Tenant’s obligations under the Principal Lease after the rejection by the Tenant of the Principal Lease under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender of its intention to do so, setting forth the amounts proposed to be so offset and the basis therefor. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection (l), Borrower may proceed to effect such offset in the amounts set forth in Borrower’s notice. Neither Lender’s failure to object as aforesaid nor any objection or other communication between Lender and Borrower relating to such offset shall constitute an approval of any such offset by Lender. Borrower shall indemnify and save Lender harmless from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses of every nature whatsoever (including, without limitation, reasonable attorneys’ fees and disbursements) arising from or relating to any such offset by Borrower against the rent reserved in the respective Lease. (j) If any action, proceeding, motion or notice shall be commenced or filed in respect of Borrower or, after the occurrence and during the continuance of any Event of Default, the Property in connection with any case under the Bankruptcy Code, Lender shall have the option, to the exclusion of Borrower, exercisable upon notice from Lender to Borrower, to conduct and control any such litigation with counsel of Lender’s choice. Lender may proceed in its own name or in the name of Borrower in connection with any such litigation, and Borrower agrees to execute any and all powers, authorizations, consents and other documents required by Lender in connection therewith. Borrower shall pay to Lender all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) paid or incurred by Lender in connection with the prosecution or conduct of any such proceedings within five (5) days after notice from Lender setting forth such costs and expenses in reasonable detail. Any such costs or expenses not paid by Borrower as aforesaid shall be secured by the lien of this MortgageDeed of Trust, shall be added to the principal amount of the Debt and shall bear interest at the Default Interest Rate. Borrower shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Principal Lease in any such case under the Bankruptcy Code without the prior written consent of Lender. (k) Borrower shall immediately, after obtaining knowledge thereof, notify Lender of any filing by or against the Tenant of a petition under the Bankruptcy Code. Borrower shall thereafter forthwith give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender following receipt any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto. (l) Borrower hereby covenants and agrees to send to Lender copies of all material notices under the Principal Lease hereafter given or received by such person in connection therewith to Lender in accordance with Section 5.5 hereof. (m) Effective upon the entry of an order for relief in respect of Borrower under the Bankruptcy Code, Borrower hereby assigns and transfers to Lender a non-exclusive right to apply to the Bankruptcy Court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Principal Lease may be rejected or assumed.