REASONABLY REQUIRED IN CONNECTION WITH ANY SUCH
PROCEEDING AFTER REQUEST THEREFOR BY LENDER.
EXCEPT AS SET FORTH ABOVE,
BORROWER SHALL NOT ADJUST, COMPROMISE, SETTLE OR ENTER INTO ANY AGREEMENT WITH
RESPECT TO SUCH PROCEEDINGS WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
(J)
BORROWER SHALL NOT, WITHOUT LENDER'S PRIOR WRITTEN CONSENT, ELECT
TO TREAT THE GROUND LEASE AS TERMINATED UNDER SECTION 365(H)(1) OF THE
BANKRUPTCY CODE.
ANY SUCH ELECTION MADE WITHOUT LENDER'S PRIOR WRITTEN CONSENT
SHALL BE VOID.
(K)
IF PURSUANT TO SECTION 365(H)(2) OF THE BANKRUPTCY CODE, BORROWER
SEEKS TO OFFSET AGAINST THE RENT RESERVED IN THE GROUND LEASE THE AMOUNT OF ANY
DAMAGES CAUSED BY THE NON-PERFORMANCE BY THE GROUND LESSOR OF ANY OF THE GROUND
LESSOR'S OBLIGATIONS UNDER THE GROUND LEASE AFTER THE REJECTION BY THE GROUND
LESSOR OF THE GROUND LEASE UNDER THE BANKRUPTCY CODE, BORROWER SHALL, PRIOR TO
EFFECTING SUCH OFFSET, NOTIFY LENDER OF ITS INTENTION TO DO SO, SETTING FORTH
THE AMOUNTS PROPOSED TO BE SO OFFSET AND THE BASIS THEREFOR.
IF LENDER HAS
FAILED TO OBJECT AS AFORESAID WITHIN TEN (10) DAYS AFTER NOTICE FROM BORROWER IN
ACCORDANCE WITH THE FIRST SENTENCE OF THIS SECTION 2.13(K), BORROWER MAY PROCEED
TO EFFECT SUCH OFFSET IN THE AMOUNTS SET FORTH IN BORROWER'S NOTICE.
NEITHER
LENDER'S FAILURE TO OBJECT AS AFORESAID NOR ANY OBJECTION OR OTHER COMMUNICATION
BETWEEN LENDER AND BORROWER RELATING TO SUCH OFFSET SHALL CONSTITUTE AN APPROVAL
OF ANY SUCH OFFSET BY LENDER.
BORROWER SHALL INDEMNIFY AND SAVE LENDER HARMLESS
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS,
DAMAGES, LOSSES, COSTS AND EXPENSES OF EVERY NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
57
AND DISBURSEMENTS) ARISING FROM OR RELATING TO ANY SUCH OFFSET BY BORROWER
AGAINST THE RENT RESERVED IN THE GROUND LEASE.
(L)
BORROWER SHALL IMMEDIATELY, AFTER OBTAINING KNOWLEDGE THEREOF,
NOTIFY LENDER OF ANY FILING BY OR AGAINST THE GROUND LESSOR OF A PETITION UNDER
THE BANKRUPTCY CODE.
BORROWER SHALL THEREAFTER FORTHWITH GIVE WRITTEN NOTICE OF
SUCH FILING TO LENDER, SETTING FORTH ANY INFORMATION AVAILABLE TO BORROWER AS TO
THE DATE OF SUCH FILING, THE COURT IN WHICH SUCH PETITION WAS FILED, AND THE
RELIEF SOUGHT THEREIN.
BORROWER SHALL PROMPTLY DELIVER TO LENDER FOLLOWING
RECEIPT ANY AND ALL NOTICES, SUMMONSES, PLEADINGS, APPLICATIONS AND OTHER
DOCUMENTS RECEIVED BY BORROWER IN CONNECTION WITH ANY SUCH PETITION AND ANY
PROCEEDINGS RELATING THERETO.
(M)
IF THERE SHALL BE FILED BY OR AGAINST BORROWER A PETITION UNDER THE
BANKRUPTCY CODE, AND BORROWER, AS THE TENANT UNDER THE GROUND LEASE, SHALL
DETERMINE TO REJECT THE GROUND LEASE PURSUANT TO SECTION 365(A) OF THE
BANKRUPTCY CODE, THEN BORROWER SHALL GIVE LENDER NOT LESS THAN TEN (10) DAYS
PRIOR NOTICE OF THE DATE ON WHICH BORROWER SHALL APPLY TO THE BANKRUPTCY COURT
FOR AUTHORITY TO REJECT THE GROUND LEASE.
LENDER SHALL HAVE THE RIGHT, BUT NOT
THE OBLIGATION, TO SERVE UPON BORROWER WITHIN SUCH 10-DAY PERIOD A NOTICE
STATING THAT (I) LENDER DEMANDS THAT BORROWER ASSUME AND ASSIGN