EACH GROUND LEASE
CONTINUES TO COVER AND RELATE TO THE PROPERTY AND NO OTHER PROPERTY, AND (IV)
SUCH AMENDMENT OR MODIFICATION WOULD NOT, IN LENDER'S REASONABLE JUDGMENT, HAVE
A MATERIAL ADVERSE EFFECT ON THE COLLATERAL.
(F)
BORROWER ACKNOWLEDGES AND AGREES THAT IF
ANY GROUND LEASE IS FOR ANY REASON WHATSOEVER TERMINATED PRIOR TO THE EXPIRATION
OF ITS TERM AND, IF PURSUANT TO ANY PROVISION OF ANY GROUND LEASE OR OTHERWISE,
LENDER OR ITS DESIGNEE SHALL ACQUIRE FROM THE LANDLORD UNDER ANY GROUND LEASE A
NEW LEASE OR OTHER AGREEMENT FOR THE USE OF THE PROPERTY COVERED BY SUCH GROUND
LEASE, BORROWER SHALL HAVE NO RIGHT, TITLE OR INTEREST IN OR TO SUCH NEW LEASE
OR OTHER AGREEMENT OR THE ESTATE CREATED THEREBY.
(G)
BORROWER SHALL FROM TIME TO TIME UPON THE
WRITTEN REQUEST OF LENDER COOPERATE WITH LENDER AND SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO DELIVER TO LENDER
54
ESTOPPEL CERTIFICATES FROM THE LANDLORD UNDER EACH GROUND LEASE IN FORM AND
SUBSTANCE ACCEPTABLE TO LENDER.
5.35
LANDLORD'S BANKRUPTCY.
(A)
BORROWER ACKNOWLEDGES THAT PURSUANT TO
SECTION 365 OF THE BANKRUPTCY REFORM ACT OF 1978 (AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, "BANKRUPTCY ACT") IT IS POSSIBLE THAT A TRUSTEE IN BANKRUPTCY
OF THE LANDLORD UNDER THE APPLICABLE GROUND LEASE, OR SUCH LANDLORD AS A
DEBTOR-IN-POSSESSION, COULD REJECT SUCH GROUND LEASE, IN WHICH CASE BORROWER, AS
TENANT, WOULD HAVE THE ELECTION DESCRIBED IN SECTION 365(H) OF THE BANKRUPTCY
ACT (WHICH ELECTION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND TOGETHER
WITH ANY COMPARABLE RIGHT UNDER ANY OTHER STATE OR FEDERAL LAW RELATING TO
BANKRUPTCY, REORGANIZATION OR OTHER RELIEF FOR DEBTORS, WHETHER NOW OR HEREAFTER
IN EFFECT, IS HEREIN CALLED THE "ELECTION") TO TREAT SUCH GROUND LEASE AS
TERMINATED BY SUCH REJECTION OR, IN THE ALTERNATIVE, TO REMAIN IN POSSESSION FOR
THE BALANCE OF THE TERM OF SUCH GROUND LEASE, AND ANY RENEWAL OR EXTENSION
THEREOF THAT IS ENFORCEABLE BY THE TENANT UNDER APPLICABLE NONBANKRUPTCY LAW.
BORROWER SHALL NOT EXERCISE THE ELECTION WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, WHICH CONSENT MAY BE WITHHELD, CONDITIONED OR DELAYED FOR ANY REASON IN
LENDER'S SOLE AND ABSOLUTE DISCRETION.
BORROWER ACKNOWLEDGES THAT SINCE EACH
GROUND LEASE IS A PRIMARY PART OF THE SECURITY FOR THE DEBT, IT IS NOT
ANTICIPATED THAT LENDER WOULD CONSENT TO TERMINATION OF ANY GROUND LEASE.
(B)
IN ORDER TO SECURE THE COVENANT MADE IN THIS
SECTION AND AS SECURITY FOR THE DEBT, BORROWER ASSIGNS THE ELECTION AND ALL
RIGHTS RELATED THERETO TO LENDER.
BORROWER ACKNOWLEDGES AND AGREES THAT THE
FOREGOING ASSIGNMENT OF THE ELECTION AND RELATED RIGHTS IS ONE OF THE RIGHTS
WHICH LENDER MAY USE IN ORDER TO PROTECT AND PRESERVE THE OTHER RIGHTS AND
INTERESTS OF LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
BORROWER
AGREES THAT EXERCISE OF THE ELECTION IN FAVOR OF PRESERVING THE RIGHT TO
POSSESSION UNDER ANY GROUND LEASE SHALL NOT BE DEEMED TO CONSTITUTE A TAKING OR
SALE OF THE PROPERTY BY LENDER AND SHALL