200511152 - Laserfiche WebLink

Browse

.,' ( '. \ ... 200511152 10. Ri2'bt to Lense and 'Wan'autv of Title. Lessor represents and warrants that: (a) Lessor has the sufficient right, title and interest in the Property to euter into this Ground Lease and to grant Lessee its rights hereunder; (b) Lessor bas not entered into any agreement with any third party which would require such party's consent hereto or preclude or limit Lessors performance of its obligations under this Ground Lease; (c) Lessor owns the Property in fee simple and bas the right to grant access to and use of the Premises; (d) so long as Lessee complies with the terms and conditions of tlns Ground Lease, Lessor shall provide to Lessee quiet and peaceful enjoyment and exclusive possession of the Premises; and (e) Lessor warrants that neitber the Property nor the Premises are subject to a lien or financing arrangement not disclosed pursuant to Section 19 hereof. Lessor shall notify Lessee of any liens filed against the Premises subsequent to the execution of this Ground Lease. Lessor must obtain Lessee's prior written approval to entering into any mortf9Le,ae/deed of trust agreement on the Property, subsequent to the execution of this Ground Leasc- 11. Assi!!llment and Sublettiu!!. Lessee shall have the absolute right to assign or transfer its rights under this Ground Lease to any party or to sublease any portion of the Premises to any party, including. without limitation, an. affiliate of Lessee and Users, withouttb.e COllBent of Lessor. Furthermore. Lessee may assign, pledge. mortgage or otherwise encumber its interest in this Ground Lease to any third party (a l'Financing Entity''') as security for any loan or other financing relationship, without the consent of Lessor. A Financing Entity may enforce its rights under its leasehold mortgage or other financing dOClllDents ('"Leasehold Mortgage") and acquire title to Lessee's interest in the Premises and Property under this Ground Lease in any lawful way. and pending foreclosure of such Leasehold Mortgage, take possession of the Premises. If a . Financing Entity shall acquire title to Lessee's interest in this Ground, Lease by whatever means, including without limitation by foreclosure or otherwise, then the Financing Entity may freely assign this Ground Lease without Lessor's consent 12. Default. (a) No event of default (0. "Default") shall be deemed to have occurred hereunder unless either party, after notice from the other party in accordance with Paragraph 15: (i) fails to pay any monetary obligation when due and does not cure such failure within fifteen (15) days after such notice, or (ii) commits 0. material breach of its non-monetary obligations under this Ground Lease and fails within thirty (30) days after sucb. notice thereof to cure or commence curing the brench and continuously and diligently pursue such cure to its completion in not more tlmn sixty (60) days after such notice. Upon the occurrence of a Default as set forth in the preceding sentence, and subject to the provisions of Section 12(b). the non-defaulting party shall have the right to terminate this Ground Lease on ten (10) days written notice to the other party in accordance with Paragraph 15, provided the Default is not cUTed within the applicable cure period. Lessor sball s~nd each Financing Entity a copy of each notice of Default hereunder in accordance with Section 15 at the same time it gives such notice to Lessee hereunder. (b) Notwithstanding anything in this Ground Lease to the contrary. it: pursuant to the provisions of this Ground Lease or as a matter of law, Lessor shall bave tlle right to terminate this Ground Lease, then Lessor shall take no action to terminate the Ground Lease without first giving to the Financing Entity written notice of such right, a description of ilie Default in reasonable detail. and a reasonable time thereafter (i) to obtain possession of the Premises (including possession by a receiver) and, in the case of a Default susceptIble of being cured by the Financing Entity, to cure such Default niter obtaining possession, or (ii) in the case of a Default not so susceptible of being cured, to institute, prosecute and complete foreclosure proceedings to otherwise acquire Lessee's interest under this Ground Lease; provided however, that the PageS She Name lInd number: Jal1RJ1ln Cnnh-WIIY Lllmb",CD.m28I-47\