PROMPT NOTICE (AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS AFTER BECOMING AWARE OF THE SAME) TO LENDER OF (I)
ANY LITIGATION OR ARBITRATION WITH RESPECT TO ANY GROUND LEASE, OR (II) ANY
ACTION OR PROCEEDING TO TERMINATE, FORECLOSE OR OTHERWISE ENFORCE ANY GROUND
LEASE OR TO RECOVER POSSESSION OF THE PROPERTY OR ANY PORTION THEREOF.
BORROWER
SHALL FURNISH TO LENDER ALL INFORMATION THAT IT MAY
53
REASONABLY REQUEST CONCERNING THE PERFORMANCE BY BORROWER OF BORROWER'S
OBLIGATIONS UNDER EACH GROUND LEASE.
(C)
BORROWER ACKNOWLEDGES AND AGREES THAT THE
PROVISIONS HEREOF SHALL BE DEEMED TO BE OBLIGATIONS OF BORROWER IN ADDITION TO
BORROWER'S OBLIGATIONS AS TENANT UNDER EACH GROUND LEASE; PROVIDED, HOWEVER, THE
INCLUSION HEREIN OF ANY OBLIGATIONS RELATING TO SIMILAR MATTERS AS TO WHICH
BORROWER IS OBLIGATED UNDER EACH GROUND LEASE SHALL NOT RESTRICT OR LIMIT
BORROWER'S OBLIGATIONS TO PERFORM PROMPTLY ALL OF ITS OBLIGATIONS AS TENANT
UNDER EACH GROUND LEASE.
(D)
BORROWER ACKNOWLEDGES AND AGREES THAT (I) IT
HAS NO PRESENT INTENT, WITHOUT THE WRITTEN CONSENT OF LENDER, TO EFFECT OR
CONSENT TO ANY MERGER OF ANY GROUND LEASE OR OF THE LEASEHOLD ESTATE OR OTHER
ESTATE CREATED THEREBY, WITH THE FEE ESTATE IN THE PROPERTY COVERED BY SUCH
GROUND LEASE BY REASON OF THE FACT THAT SUCH GROUND LEASE OR THE LEASEHOLD
ESTATE CREATED THEREBY, MAY BE HELD DIRECTLY OR INDIRECTLY BY OR FOR THE ACCOUNT
OF ANY PERSON OR ENTITY WHO OR WHICH ALSO HOLDS THE FEE ESTATE IN SUCH PROPERTY,
AND (II) BORROWER WILL TAKE NO ACTION TO EFFECT OR CONSENT TO SUCH A MERGER
EXCEPT WITH LENDER'S PRIOR WRITTEN CONSENT.
IF BORROWER ACQUIRES ANY OTHER
ESTATE, TITLE OR INTEREST IN THE PROPERTY COVERED BY ANY GROUND LEASE, THE LOAN
DOCUMENTS SHALL ATTACH TO AND BE A LIEN UPON SUCH OTHER ESTATE SO ACQUIRED, AND
SUCH OTHER ESTATE SHALL, WITHOUT FURTHER ASSIGNMENT, MORTGAGE OR CONVEYANCE,
BECOME AND REMAIN SUBJECT TO THE LIEN OF AND COVERED BY THE MORTGAGE.
PROMPTLY
UPON BECOMING AWARE THEREOF, BORROWER SHALL NOTIFY LENDER OF ANY SUCH
ACQUISITION BY BORROWER AND, ON WRITTEN REQUEST BY LENDER, SHALL CAUSE TO BE
EXECUTED AND RECORDED ALL SUCH DOCUMENTS AND INSTRUMENTS AS MAY IN THE
REASONABLE OPINION OF LENDER BE REQUIRED TO CARRY OUT THE INTENT AND MEANING
HEREOF.
(E)
BORROWER ACKNOWLEDGES AND AGREES THAT NO
TERMINATION OR SURRENDER BY BORROWER UNDER ANY GROUND LEASE SHALL BE VALID OR
EFFECTIVE WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
THE TERMS OF ANY GROUND LEASE
MAY NOT BE MODIFIED, AMENDED, SUPPLEMENTED, WAIVED OR RELEASED, OR TERMINATED,
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
LENDER AGREES THAT IT SHALL NOT
UNREASONABLY WITHHOLD, CONDITION OR DELAY ITS CONSENT TO ANY PROPOSED AMENDMENT
OR MODIFICATION OF ANY GROUND LEASE WHICH IS REQUESTED BY BORROWER SO LONG AS
(I) NO EVENT OF DEFAULT EXISTS, (II) SUCH AMENDMENT OR MODIFICATION DOES NOT
AMEND OR MODIFY THE LOAN DOCUMENTS OR LIMIT OR OTHERWISE ADVERSELY AFFECT
LENDER'S LIENS, RIGHTS, PROTECTION AND CLAIMS UNDER THE OTHER LOAN DOCUMENTS OR
THE PRIORITY, VALIDITY OR ENFORCEABILITY THEREOF, (III)