IN THE GROUND LEASE IS NOT SUBJECT TO ANY LIENS OR ENCUMBRANCES
SUPERIOR TO, OR OF EQUAL PRIORITY WITH, THE RELATED SECURITY INSTRUMENT OTHER
THAN THE GROUND LESSOR'S RELATED FEE INTEREST.
THERE IS NO LIEN ENCUMBERING THE
GROUND LESSOR'S FEE INTEREST, AND THE GROUND LEASE SHALL REMAIN PRIOR TO ANY
LIEN UPON THE RELATED FEE INTEREST THAT MAY HEREAFTER BE GRANTED.
(C)
GROUND LEASE ASSIGNABLE.
BORROWER'S INTEREST IN THE GROUND
LEASE IS ASSIGNABLE TO LENDER UPON NOTICE TO, BUT WITHOUT THE CONSENT OF, THE
GROUND LESSOR (OR, IF ANY SUCH CONSENT IS REQUIRED, IT HAS BEEN OBTAINED PRIOR
TO THE CLOSING DATE).
THE GROUND LEASE IS FURTHER ASSIGNABLE BY LENDER, ITS
SUCCESSORS AND ASSIGNS WITHOUT THE CONSENT OF THE GROUND LESSOR.
THE GROUND
LEASE PERMITS THE INTEREST OF THE LESSEE THEREUNDER TO BE ENCUMBERED BY A
LEASEHOLD MORTGAGE AND CONTAINS NO RESTRICTIONS ON THE IDENTITY OF A LEASEHOLD
MORTGAGEE.
(D)
DEFAULT.
AS OF THE DATE HEREOF, THE GROUND LEASE IS IN FULL
FORCE AND EFFECT AND NO DEFAULT HAS OCCURRED UNDER THE GROUND 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 GROUND LEASE.
(E)
NOTICE.
THE GROUND LEASE REQUIRES THE GROUND LESSOR TO GIVE
NOTICE OF ANY DEFAULT BY BORROWER TO LENDER.
THE GROUND LEASE, OR ESTOPPEL
LETTERS RECEIVED BY LENDER FROM THE GROUND LESSOR, FURTHER PROVIDES THAT NOTICE
OF TERMINATION GIVEN UNDER THE GROUND LEASE IS NOT EFFECTIVE AGAINST LENDER
UNLESS A COPY OF THE NOTICE HAS BEEN DELIVERED TO LENDER IN THE MANNER DESCRIBED
IN THE GROUND LEASE.
49
(F)
CURE.
LENDER IS PERMITTED THE OPPORTUNITY (INCLUDING, WHERE
NECESSARY, SUFFICIENT TIME TO GAIN POSSESSION OF THE INTEREST OF BORROWER UNDER
THE GROUND LEASE) TO CURE ANY DEFAULT UNDER THE GROUND LEASE, WHICH IS CURABLE
AFTER THE RECEIPT OF NOTICE OF ANY OF THE DEFAULT BEFORE THE GROUND LESSOR
THEREUNDER MAY TERMINATE THE GROUND LEASE.
(G)
TERM.
THE GROUND LEASE HAS A TERM, INCLUDING EXTENSIONS
OPTIONS EXERCISABLE BY LENDER, WHICH EXTENDS THROUGH MAY 28, 2067.
(H)
NEW LEASE.
THE GROUND LEASE REQUIRES THE GROUND LESSOR TO
ENTER INTO A NEW LEASE WITH LENDER UPON TERMINATION OF THE GROUND LEASE FOR ANY
REASON, INCLUDING REJECTION OF THE GROUND LEASE IN A BANKRUPTCY PROCEEDING.
(I)
INSURANCE PROCEEDS.
UNDER THE TERMS OF THE GROUND LEASE AND
THE LOAN DOCUMENTS, TAKEN TOGETHER, ANY RELATED INSURANCE AND CONDEMNATION
PROCEEDS WILL BE APPLIED EITHER TO THE REPAIR OR RESTORATION OF ALL OR PART OF
THE PROPERTY, WITH LENDER HAVING THE RIGHT TO HOLD AND DISBURSE THE PROCEEDS AS
THE REPAIR OR RESTORATION PROGRESSES, OR TO THE PAYMENT OF THE OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN TOGETHER WITH ANY ACCRUED INTEREST THEREON.
(J)
SUBLEASING.
THE GROUND LEASE DOES NOT IMPOSE ANY
RESTRICTIONS ON SUBLEASING.
SECTION 3.36
PERFECTION OF ACCOUNTS.
BORROWER HEREBY REPRESENTS AND
WARRANTS TO LENDER THAT:
(A)
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
CREATE A VALID AND CONTINUING SECURITY INTEREST (AS