Common use of Termination or Cancellation; Administrative Agent’s Right to Cure Clause in Contracts

Termination or Cancellation; Administrative Agent’s Right to Cure. Except as otherwise provided in this Agreement (including but not limited to clause (d) below), with respect to any Borrowing Base Asset that is the subject of a Qualifying Ground Lease, the applicable Credit Party shall not, without the prior consent of Administrative Agent, surrender the leasehold estate created by such Qualified Ground Lease or terminate or cancel such Qualified Ground Lease or Modify such Qualified Ground Lease, in any material respect, either orally or in writing, and the applicable Credit Party hereby assigns to Administrative Agent, as further security for the payment and performance of the Obligations, its right as tenant under the Qualified Ground Lease, to surrender the leasehold estate created by the Qualified Ground Lease or to terminate, cancel, or Modify the Qualified Ground Lease in any material respect, and any such action without the prior consent of Administrative Agent shall be void and of no force and effect. If the applicable Credit Party shall default in the performance or observance of any material term, covenant or condition of such Qualified Ground Lease on the part of the applicable Credit Party, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing the applicable Credit Party from any of its obligations hereunder, 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 material terms, covenants and conditions of the Qualified Ground Lease on the part of the applicable Credit Party, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of the applicable Credit Party, to the end that the rights of the applicable Credit Party in, to and under such Qualified Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by the applicable Credit Party or by any party on behalf of the applicable Credit Party.

Termination or Cancellation; Administrative Agent’s Right to Cure. Except as otherwise provided in this Agreement (including but not limited to clause (d) below), with respect to any Borrowing Base Asset that is the subject of a Qualifying Ground Lease, the The applicable Credit Party shall not, without the prior consent of Administrative Agent, surrender the leasehold estate created by such Qualified Ground Lease or terminate or cancel such Qualified Ground Lease or Modify such Qualified Ground Lease, in any material respect, either orally or in writing, and the applicable Credit Borrower Party hereby assigns to Administrative the Collateral Agent, as further security for the payment and performance of the Secured Obligations, its right as tenant under the Qualified Specified Ground Lease, to surrender the leasehold estate created by the Qualified Specified Ground Lease or to terminate, cancel, or Modify modify the Qualified Specified Ground Lease in any material respecta manner in violation of Section 7.16(1)(D), and any such action without the prior written consent of Administrative Agent shall be void and of no force and effect. If the applicable Credit Borrower Party shall default in the performance or observance of any material term, covenant or condition of such Qualified Specified Ground Lease on the part of the applicable Credit Borrower Party, as tenant thereunder, to be performed or observedobserved where the failure to do so, individually or in the aggregate, could reasonably be expected to result in a Property-Level Material Adverse Effect, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing the applicable Credit Borrower Party from any of its obligations hereunder, 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 material terms, covenants and conditions of the Qualified Specified Ground Lease on the part of the applicable Credit Borrower Party, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of the applicable Credit Borrower Party, to the end that the rights of the applicable Credit Borrower Party in, to and under such Qualified Specified Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof may be questioned or denied by the applicable Credit Borrower Party or by any party on behalf of the applicable Credit Borrower Party.

Termination or Cancellation; Administrative Agent’s Right to Cure. Except as otherwise provided in this Agreement (including but not limited to clause (d) below), with respect to any Borrowing Base Asset that is the subject of a Qualifying Ground Lease, the The applicable Credit Party shall not, without the prior consent of Administrative Agent, surrender the leasehold estate created by such Qualified Ground Lease or terminate or cancel such Qualified Ground Lease or Modify such Qualified Ground Lease, in any material respect, either orally or in writing, and the applicable Credit Borrower Party hereby assigns to Administrative the Collateral Agent, as further security for the payment and performance of the Secured Obligations, its right as tenant under the Qualified Specified Ground Lease, to surrender the leasehold estate created by the Qualified Specified Ground Lease or to terminate, cancel, or Modify modify the Qualified Specified Ground Lease in any material respecta manner in violation of Section 7.16(1)(D), and any such action without the prior written consent of Administrative Agent shall be void and of no force and effect. If the applicable Credit Borrower Party shall default in the performance or observance of any material term, covenant or condition of such Qualified Specified Ground Lease on the part of the applicable Credit Borrower Party, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing the applicable Credit Borrower Party from any of its obligations hereunder, 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 material terms, covenants and conditions of the Qualified Specified Ground Lease on the part of the applicable Credit Borrower Party, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of the applicable Credit Borrower Party, to the end that the rights of the applicable Credit Borrower Party in, to and under such Qualified Specified Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof may be questioned or denied by the applicable Credit Borrower Party or by any party on behalf of the applicable Credit Borrower Party.