Common use of Submerged Land Lease Clause in Contracts

Submerged Land Lease. Borrower hereby represents and warrants to Lender the following with respect to the Submerged Land Lease relating to the Reach Individual Property: (i) Borrower has heretofore provided Lender with a true and correct copy of the Submerged Land Lease; (ii) there have not been amendments or modifications to the terms of the Submerged Land Lease other than pursuant to written instruments, copies of which have been previously provided to Lender; (iii) except for the Permitted Encumbrances and other encumbrances of record, Mortgage Borrower’s interest in the Submerged Land Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the Mortgage; (iv) Mortgage Borrower’s interest in the Submerged Land Lease, as a result of a comfort letter delivered to Mortgage Lender by the lessor under the Submerged Land Lease, is assignable without the consent of the lessor thereunder to Mortgage Lender in the event Mortgage Lender acquires title to the riparian upland property adjacent to the submerged land described in the Submerged Land Lease and Mortgage Lender assumes the duties and responsibilities of Mortgage Borrower under the Submerged Land Lease; and (v) as of the date hereof, the Submerged Land Lease is in full force and effect and no default by Mortgage Borrower, or to the best knowledge of Borrower, any other party thereto has occurred under the Submerged Land Lease and there is no existing condition which, but for the passage of time or the giving of notice, could result in a default under the terms of the Submerged Land Lease.

Submerged Land Lease. Borrower hereby represents Seller shall cooperate, at no cost or expense to Seller, with Purchaser in Purchaser’s efforts to cause Submerged Lands Lessor either to (i) consent to the assignment of the Submerged Lands Lease to Purchaser pursuant to an assignment and warrants to Lender the following assumption agreement or (ii) enter into a new lease agreement with Purchaser with respect to the Submerged Land Lands on substantially the same terms as the existing Submerged Lands Lease, in either case, in a form and upon terms acceptable to Purchaser in its reasonable discretion. If (a) Submerged Lands Lessor does not consent to such assignment of Submerged Lands Lease relating and (b) Submerged Lands Lessor has not entered into a new lease agreement with Purchaser with respect to the Reach Individual Property: (i) Borrower has heretofore provided Lender with a true Submerged Lands in each case at or prior to the scheduled Closing, then, to the extent permitted by applicable Law and correct copy of the Submerged Land Lease; (ii) there have not been amendments or modifications to the terms of the Submerged Land Lease Lands Lease, Seller shall cooperate with Purchaser by entering an interim operating agreement, management agreement, license or other than agreement, in form and substance reasonably satisfactory to Seller and Purchaser and at no additional cost to Seller (the “Interim Marina Agreement”), pursuant to written instrumentswhich Purchaser shall operate the Marina, copies of which have been previously provided to Lender; (iii) except for the Permitted Encumbrances pay all operating and other encumbrances costs relating to such operation, and collect and retain all revenues arising from such operation, until such time as Submerged Lands Lessor has consented to such assignment of record, Mortgage Borrower’s interest in the Submerged Land Lands Lease is not or has entered into a new lease agreement with Purchaser with respect to the Submerged Lands, subject to Purchaser’s obligation to indemnify Seller for any Liens or encumbrances superior to, or of equal priority with, losses in connection therewith. Without limiting the Mortgage; (iv) Mortgage Borrower’s interest in the Submerged Land Lease, as a result of a comfort letter delivered to Mortgage Lender by the lessor under the Submerged Land Lease, is assignable without the consent generality of the lessor thereunder foregoing, Seller covenants and agrees to Mortgage Lender in the event Mortgage Lender acquires title to the riparian upland property adjacent to the submerged land described in the Submerged Land Lease and Mortgage Lender assumes the duties and responsibilities of Mortgage Borrower under the Submerged Land Lease; and (v) as of the date hereof, the Submerged Land Lease is in full force and effect and no remedy any default by Mortgage Borrower, or to the best knowledge of Borrower, any other party thereto has occurred under the Submerged Land Lease and there is no existing condition which, but for the passage of time or the giving of notice, could result in a default Seller under the terms of the Submerged Lands Lease, at Seller’s sole cost expense, in each case as is necessary or required by the Submerged Lands Lessor as a condition to the assignment to Purchaser of the Submerged Lands Lease and/or execution by the Submerged Land Lessor of a new Submerged Lands Lease.

Submerged Land Lease. Borrower hereby represents and warrants to Lender the following with respect to the Submerged Land Lease relating to the Reach Individual Property: (i) Borrower has heretofore provided Lender with a true and correct copy of the Submerged Land Lease; (ii) there have not been amendments or modifications to the terms of the Submerged Land Lease other than pursuant to written instruments, copies of which have been previously provided to Lender; (iii) except for the Permitted Encumbrances and other encumbrances of record, Mortgage Borrower’s interest in the Submerged Land Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the Mortgage; (iv) Mortgage Borrower’s interest in the Submerged Land Lease, as a result of a comfort letter delivered to Mortgage Lender by the lessor under the Submerged Land Lease, Lease is assignable without the consent of the lessor thereunder to Mortgage Lender in the event Mortgage Lender acquires title to the riparian upland property adjacent to the submerged land described in the Submerged Land Lease and Mortgage Lender assumes the duties and responsibilities of Mortgage Borrower under the Submerged Land Lease; and (v) as of the date hereof, the Submerged Land Lease is in full force and effect and no default by Mortgage Borrower, or to the best knowledge of Borrower, any other party thereto has occurred under the Submerged Land Lease and there is no existing condition which, but for the passage of time or the giving of notice, could result in a default under the terms of the Submerged Land Lease.

Submerged Land Lease. Borrower hereby represents and warrants to Lender the following with respect to The Submerged Land Lease or a memorandum of the Submerged Land Lease relating to the Reach Individual Property: (i) has been duly recorded. Borrower has heretofore provided provided, or has caused Mortgage Borrower to provide, Lender with a true true, correct and correct complete copy of the Submerged Land Lease; (ii) Lease and there have not been any amendments or modifications to the terms of the Submerged Land Lease other than pursuant to written instruments, copies of which have been previously provided to Lender; (iii) except for the Permitted Encumbrances and other encumbrances of record, Mortgage Borrower’s interest in the Submerged Land Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the Mortgage; (iv) Mortgage Borrower’s interest in the Submerged Land Lease, as a result of a comfort letter delivered to Mortgage Lender by the lessor under the Submerged Land Lease, is assignable without the consent of the lessor thereunder to Mortgage Lender in the event Mortgage Lender acquires title to the riparian upland property adjacent to the submerged land described in the Submerged Land Lease and Mortgage Lender assumes the duties and responsibilities of Mortgage Borrower under the Submerged Land Lease; and (v) as of the date hereof, the . The Submerged Land Lease is in full force and effect and there are no default material defaults thereunder by Mortgage either party and, to Borrower’s knowledge, or to the best knowledge of Borrowerthere are no conditions that, any other party thereto has occurred under the Submerged Land Lease and there is no existing condition which, but for with the passage of time or the giving of notice, could result in a default under or both, would constitute defaults thereunder. In reliance on and subject to the terms of that certain letter dated August 6, 2013 from the Florida Department of Environmental Protection, none of (i) the mortgaging of Mortgage Borrower’s interest in the Submerged Land Lease (and the property demised thereunder) pursuant to the Mortgage Loan Documents, (ii) Senior Mezzanine Borrower’s and Senior Mezzanine Pledgor’s pledging its interests in the Senior Mezzanine Collateral pursuant to the Senior Mezzanine Loan Documents, or (iii) Pledgor’s pledging its interests in the Collateral pursuant to the Loan Documents violates the terms and provisions of the Submerged Land Lease. There has been no prior sale, transfer or assignment, hypothecation or pledge of the Submerged Land Lease which is outstanding.