FOR ANY REASON, OTHER THAN THE EXPIRATION OF THE TERM OF THE LEASE.
G.
BORROWER SHALL (I) PAY ALL RENTS, ADDITIONAL RENTS AND OTHER SUMS
REQUIRED TO BE PAID BY THE BORROWER, AS TENANT UNDER AND PURSUANT TO THE
PROVISIONS OF EACH GROUND LEASE, (II) DILIGENTLY PERFORM AND OBSERVE ALL OF THE
MATERIAL TERMS, COVENANTS AND CONDITIONS OF EACH GROUND LEASE ON THE PART OF THE
BORROWER, AS TENANT THEREUNDER EXCEPT TO THE EXTENT FAILURE TO DO SO WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND (III) PROMPTLY
NOTIFY THE AGENT OF THE GIVING OF ANY NOTICE BY LESSOR UNDER THE APPLICABLE
GROUND LEASE TO THE BORROWER OF ANY DEFAULT BY THE BORROWER, AS TENANT
THEREUNDER, AND DELIVER TO LENDER A TRUE COPY OF EACH SUCH NOTICE WITHIN FIVE
(5) BUSINESS DAYS OF RECEIPT. THE
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BORROWER SHALL NOT, WITHOUT THE PRIOR CONSENT OF THE AGENT SURRENDER THE
LEASEHOLD ESTATE CREATED BY THE APPLICABLE GROUND LEASE OR TERMINATE OR CANCEL
ANY GROUND LEASE OR MATERIALLY MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND ANY
GROUND LEASE, EITHER ORALLY OR IN WRITING.
H.
IF THE BORROWER SHALL DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF
ANY TERM, COVENANT OR CONDITION OF ANY GROUND LEASE ON THE PART OF BORROWER, AS
TENANT THEREUNDER, AND SHALL FAIL TO CURE THE SAME PRIOR TO THE EXPIRATION OF
ANY APPLICABLE CURE PERIOD PROVIDED THEREUNDER, THE AGENT SHALL HAVE THE RIGHT,
TO THE EXTENT THE AGENT HAS RECEIVED NOTICE OF, OR HAS OTHERWISE BECOME AWARE OF
ANY SUCH DEFAULT, 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
TERMS, COVENANTS AND CONDITIONS OF SUCH GROUND LEASE ON THE PART OF THE BORROWER
TO BE PERFORMED OR OBSERVED ON BEHALF OF THE BORROWER, TO THE END THAT THE
RIGHTS OF THE BORROWER IN, TO AND UNDER SUCH GROUND LEASE SHALL BE KEPT
UNIMPAIRED AND FREE FROM DEFAULT.
IF THE LANDLORD UNDER THE APPLICABLE GROUND
LEASE SHALL DELIVER TO THE AGENT A COPY OF ANY NOTICE OF DEFAULT UNDER SUCH
GROUND LEASE, SUCH NOTICE SHALL CONSTITUTE FULL PROTECTION TO THE AGENT FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY THE AGENT, IN GOOD FAITH, IN RELIANCE
THEREON.
THE BORROWER SHALL EXERCISE EACH INDIVIDUAL OPTION, IF ANY, TO EXTEND
OR RENEW THE TERM OF EACH GROUND LEASE PRIOR TO OR WITHIN THE PERIOD IN WHICH
ANY SUCH OPTION MAY BE EXERCISED TO THE EXTENT SUCH OPTION IS CONSISTENT WITH
THE DEVELOPMENT BUDGET AND THE MASTER PLANS, AND THE BORROWER HEREBY EXPRESSLY
AUTHORIZES AND APPOINTS THE AGENT ITS ATTORNEY-IN-FACT, DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, TO EXERCISE ANY SUCH OPTION IN THE NAME OF AND UPON
BEHALF OF THE BORROWER, WHICH POWER OF ATTORNEY SHALL BE IRREVOCABLE AND SHALL
BE DEEMED TO BE COUPLED WITH AN INTEREST.
I.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTIONS
5.23A-F ABOVE, BECAUSE IT IS CONTEMPLATED THAT GROUND LEASES