Common use of Ground Lease Clause in Contracts

Ground Lease. Seller and Buyer acknowledge that the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment of the Ground Lease to Buyer and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease.

Ground Lease. Seller By reason of that certain underlying lease of October 1,1992, by and Buyer acknowledge that between Lee G. Tipton and Margaret B. Tipton and the XxXxxxxx BrothersA.H. Root Building Limxxxx Xxxxxxxxy Comxxxx, Inc.x Xxxxxxxx ximited liability company, an affiliate notice of Seller (“MBI”) has a leasehold interest such underlying leases provided hereby and in the Land pursuant public records for the City and County of Denver, Colorado (such underlying leases hereinafter referred to that certain Lease dated August 1, 1962 (as the “"Ground Lease”) between Weisenbergh Co."), Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) this Lease is a sublease agreement and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc.this Lease, and Xxxxxx Companytherefore the rights of Tenant hereunder, Inc. Seller has a subleasehold interest shall be and are hereby made subject and subordinate to the Ground Lease and all replacements and extensions thereof. Although the provisions of this Subsection B shall be self operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver any and all instruments reasonably desired by Prime Landlord, acknowledging, in the Land pursuant manner reasonably requested by Prime Landlord, this Lease as a sublease. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest execute such instruments required by Prime Landlord in the Improvements thereonevent Tenant fails to execute said instruments within five (5) days after thereof. Seller shall obtain Said notice from Landlord demanding the execution notice may be given in the manner hereinafter provided for giving notice. As of the date of this Lease, Landlord represents and deliver to Buyer at Closing a consent from warrants that Landlord is not in default of any of the Ground Lessor to the assignment terms and conditions of the Ground Lease to Buyer and an estoppel certificate from that the Ground Lessor (the “Ground terms and conditions of this Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, will not violate any liabilities and obligations under the Ground Lease for acts and omissions terms or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment conditions of the Ground Lease. FurthermoreShould the Ground Lease be terminated for reasons other that condemnation, Seller fire or other damage, and MBI shall terminate this sublease is then in existence without default on the Sublease at Closingpart of Tenant, with both Seller then Tenant agrees to attorn to the Prime Landlord as Landlord herein and MBI releasing any and all claims and holding Buyer harmless if Prime Landlord accepts such attornment by Tenant then this Lease, from and after such attornment and acceptance, shall continue in force and effect as a direct lease between and binding upon Tenant and such Prime Landlord, except that Prime Landlord shall not be (i) liable for any act or omission of Landlord; (ii) subject to any offsets or defenses which Tenant might have against Landlord, or (iii) bound by any rent or additional rent which Tenant may have paid to Landlord more than one (1) month in advance. Should Landlord, during the term of this Lease, acquire the Prime Landlord's fee interest in the Property demised by the Ground Lease, being the land described in Appendix B hereto, then notwithstanding the fact that Landlord holds both a fee and all claims arising from or related leasehold estate, this Lease shall continue in full force as a direct lease between Landlord and Tenant and Tenant, at the time of Landlord's acquisition of the Prime Landlord's interest and estate, shall be deemed to have attorned to Landlord and Landlord shall be deemed to have accepted such attornment by Tenant, under each of the terms, covenants and conditions set forth in this Lease. Landlord, at the request of Tenant, agrees to request the Prime Landlord to enter into a Non-Disturbance Agreement with Tenant, in a form acceptable to Prime Landlord, providing that Tenant's right to the Subleasecontinued use and possession of the Leased Premises shall be under the same terms and conditions as set forth in this Lease notwithstanding termination of the Ground Lease for default on the part of Landlord provided that at such time Tenant is not in default of its obligations herein and that Tenant attorn to Prime Landlord and thereafter keep and perform the terms and conditions of this Lease.

Ground Lease. Seller The occurrence of a default by KBSII 0000 Xxxxxx Xxxxxxxxx, LLC, as lessee, under the Ground Lease and Buyer acknowledge that the XxXxxxxx Brotherscontinuation thereof beyond the later of (i) thirty (30) days beyond the expiration of any applicable notice and cure period (provided such default has not been cured by KBSII 0000 Xxxxxx Xxxxxxxxx, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”LLC during such period) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in (ii) ten (10) Business Day following the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment termination of the Ground Lease to Buyer and an estoppel certificate from the by Ground Lessor (such later date being referred to herein as the “Ground Lease EstoppelCure Date”); provided, however, that no Default shall be deemed to have occurred hereunder if Borrowers cause the Ground Leased Property to be released from the lien of the Security Documents in accordance with the provisions of Section 2.10 above on or before the Ground Lease Cure Date. If, however, (i) Ground Lessor has not terminated the Ground Lease as the result of an uncured default by KBSII Regent Boulevard, LLC, by the date which is six (6) months after the expiration of the cure period applicable to such default and (ii) the Ground Leased Property has not then been released from the lien of the Security Documents in accordance with Section 2.10 above, then Borrowers shall cause to be delivered to Administrative Agent confirmation from Ground Lessor, in the form and with information contained therein reasonably of a writing acceptable to Buyer. As part of Administrative Agent, that the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller applicable default under the Ground Lease that are first required has been waived by Ground Lessor. Borrowers’ failure to be performed from and after Closing it being understood and agreed that Buyer has no obligation fordeliver such confirmation shall constitute a Default hereunder. Notwithstanding anything to the contrary, and Seller the foregoing shall indemnify Buyer from and againstnot in any way limit Administrative Agent’s right to cure any default by KBSII Regent Boulevard, any liabilities and obligations LLC, under the Ground Lease for acts during the cure period applicable thereto and omissions or other defaults occurring prior Borrowers hereby specifically authorize Administrative Agent to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to effect such cure, as contemplated by the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required the Estoppel Certificate Agreement executed by the Ground Lessor for the benefit of Administrative Agent and providing any information reasonably required by the Ground Lessor pursuant toLenders, required by and in connection with the assignment of the Ground Lease. Furthermoredated January 7, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease.2011

Ground Lease. Seller (a) The Lessee covenants and Buyer acknowledge agrees that while this Lease remains in effect with respect to each Leased Asset subject to a Ground Lease, if any, and at all times prior to the XxXxxxxx Brothersdate on which the Lessee's right to occupy such Leased Asset has been terminated by the Lessor, Inc.the Lessee (and any sublessee or other party claiming by, an affiliate of Seller (“MBI”through or under Lessee) has actually vacated such Leased Asset and the Lessee has executed and delivered to Lessor a leasehold interest in written release of its rights and interests (other than its right to receive a portion of the Land pursuant to that certain Lease dated August 1, 1962 (Gross Proceeds from the “Ground Lease”sale of such Leased Asset) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc.to, and Xxxxxx Companyconfirmation of its surrender of possession in respect of, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1Leased Asset, 2005 between MBI (i) Lessee will perform and Seller (observe all of the “Sublease”)terms, covenants, provisions, conditions and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment agreements of the Ground Lease for each Leased Asset on the Lessor's part as lessee thereunder to Buyer be performed and an estoppel certificate from observed (including, without limitation, payment of all rent, additional rent and other amounts payable by the Lessor as lessee thereunder) to the end that all things shall be done which are necessary to keep unimpaired the rights of the Lessor as lessee thereunder, except to the extent such performance is solely under the control of the Lessor and (ii) the Lessor shall have no obligation or responsibility to provide services or equipment required to be provided or repairs or restorations required to be made in accordance with the provisions of any Ground Lease, each of which shall be provided, made or effected by the Lessee hereunder. The Lessor (and the “Lessee mutually agree to cooperate fully with each other to enforce the Lessor's rights as the lessee under each Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyeras against the lessor under such Ground Lease. As part of the consideration for this sale, Buyer shall assume and agree to perform all The obligations of the Seller Lessee under this Section 32 shall survive the Ground termination of this Lease and the rights of the Lessee hereunder but shall not, for any Leased Asset, extend beyond the date after the termination of this Lease that are first required Lessor shall have completed a sale or lease of such Leased Asset to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleasean unaffiliated third party.

Ground Lease. Seller and Buyer acknowledge Notwithstanding anything else contained in this Lease, Tenant acknowledges that the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold Landlord's interest in the Land land upon which the Shopping Center is to be or has been constructed is that of a ground lessee under a ground lease between Landlord and the owner of such land (the "Ground Lease"). Tenant agrees that (i) this Lease is and shall be subordinate to the Ground Lease, as the same may from time to time be modified, extended, restated or replaced, (ii) upon any termination of the Ground Lease, Tenant shall attorn to the ground lessor and recognize said ground lessor as its lessor under this Lease, and (iii) said ground lessor shall be named as an additional insured under Tenant's liability insurance described in Section 9.2 above (provided Tenant has been furnished with the name of such ground lessor). Landlord represents and warrants that the Ground Lease contains (and any restatement or replacement thereof will contain) provisions pursuant to that certain which the ground lessor irrevocably agrees to recognize this Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold Tenant's interest hereunder in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment event of any termination of the Ground Lease (unless such termination is caused by a casualty or condemnation that also results in a termination of this Lease), so long as Tenant is not then in default under this Lease beyond any applicable cure period; provided that, upon such recognition, the ground lessor shall not (i) have any obligation to Buyer and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”) in form and Tenant with information contained therein reasonably acceptable respect to Buyer. As part any portion of the consideration for term of this sale, Buyer shall assume and agree to perform all obligations of Lease extending beyond the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment scheduled expiration date of the Ground Lease (which shall be no earlier than February 28, 2049); (ii) be liable for the acts or defaults of any prior landlord (including executing such applications, certificates and other documents reasonably required Landlord); (iii) have any liability to complete any initial construction of the Leased Premises or to fund any allowance granted by any prior landlord (including Landlord) with respect thereto; (iv) be bound by any payments of rent made by Tenant more than thirty (30) days in advance; or (v) be liable for the return of any security deposit not actually received by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleaseground lessor.

Ground Lease. To the best of Seller’s knowledge, (i) the Ground Lease is in full force and effect, (ii) the Ground Lease has not been amended, and (iii) there are no defaults by Seller thereunder. Notwithstanding and Buyer acknowledge without limiting the foregoing, (i) if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any of its obligations under this Agreement that survive Closing, and Purchaser nonetheless closes the XxXxxxxx Brotherstransactions hereunder and purchases the Property, Inc.then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing) in the event that on or prior to Closing, an Purchaser shall have had actual knowledge of the false or inaccurate representations or warranties or other breach or default and (ii) if any of the representations or warranties of Seller contained in this Agreement or in any document or instrument delivered in connection herewith are false or inaccurate and prior to the expiration of the Due Diligence Period Purchaser shall have had knowledge of the false or inaccurate representations or warranties, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties (and Purchaser shall have no cause of action or right to terminate this Agreement with respect thereto), and such representations and warranties shall be deemed modified to the extent necessary to eliminate all false and inaccurate information and to make such representations and warranties true and accurate in all respects. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of Seller or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of Xxxxxxx X Xxxxxxx and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any parent, subsidiary or affiliate of Seller (“MBI”) has a leasehold interest in or to any other officer, agent, manager, representative or employee of Seller or to impose upon Xxxxxxx X Xxxxxxx any duty to investigate the Land pursuant matter to that certain Lease dated August 1which such actual knowledge, 1962 (or the “Ground Lease”) between Weisenbergh Co.absence thereof, Inc., successor to Xxxxxxx X. Weisenbergh, etpertains. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor Notwithstanding anything to the assignment contrary contained in this Agreement, Xxxxxxx X Xxxxxxx shall have no personal liability hereunder. The provisions of this Section 7.1.1 shall survive the Ground Lease to Buyer and an estoppel certificate from the Ground Lessor Closing for a period of two hundred seventy (the “Ground Lease Estoppel”270) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleasedays.

Ground Lease. Seller (a) Leasehold Borrower will: (i) pay the rent required by the Ground Lease as the same becomes due and Buyer acknowledge that payable; (ii) promptly perform and observe all of the XxXxxxxx Brothersmaterial covenants, Inc.agreements, an affiliate obligations and conditions required to be performed and observed by Leasehold Borrower under the Ground Lease, and do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of Seller the commencement of a proceeding under the federal bankruptcy laws by or against Leasehold Borrower or, upon Leasehold Borrower's receipt of notification thereof, the lessor under the Ground Lease; (“MBI”iv) has if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the lessee under the Ground Lease of the exercise of any right to renew or extend the term of the Ground Lease, promptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Lender, promptly notify Lender in writing of the name and address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Lender in writing of the receipt by Leasehold Borrower of any notice (other than notices customarily sent on a leasehold interest regular periodic basis) from the lessor under the Ground Lease and of any notice noting or claiming any default by Leasehold Borrower in the Land pursuant performance or observance of any of the terms, covenants, or conditions on the part of Leasehold Borrower to that certain Lease dated August 1, 1962 (be performed or observed under the “Ground Lease”; (vii) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (promptly notify Lender in writing of the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor receipt by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent Leasehold Borrower of any notice from the Ground Lessor to the assignment lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to Buyer be delivered to Lender; and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”viii) promptly notify Lender in form and with information contained therein reasonably acceptable writing of any request made by either party to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor party thereto for arbitration or appraisal proceedings pursuant to, required by and in connection with the assignment of to the Ground Lease. Furthermore, Seller and MBI shall terminate of the Sublease at Closing, with both Seller institution of any arbitration or appraisal proceedings and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from promptly deliver to Lender a copy of the determination of the arbitrators or related to the Subleaseappraisers in each such proceeding.

Ground Lease. Seller (a) Mortgagor will: (i) pay the rent required by the Ground Lease as the same becomes due and Buyer acknowledge that payable; (ii) promptly perform and observe all of the XxXxxxxx Brothersmaterial covenants, Inc.agreements, an affiliate obligations and conditions required to be performed and observed by Mortgagor under the Ground Lease, and do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of Seller the commencement of a proceeding under the federal bankruptcy laws by or against Mortgagor or, upon Mortgagor's receipt of notification thereof, the lessor under the Ground Lease; (“MBI”iv) has if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the lessee under the Ground Lease of the exercise of any right to renew or extend the term of the Ground Lease, promptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Mortgagee, promptly notify Mortgagee in writing of the name and address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice (other than notices customarily sent on a leasehold interest regular periodic basis) from the lessor under the Ground Lease and of any notice noting or claiming any default by Mortgagor in the Land pursuant performance or observance of any of the terms, covenants, or conditions on the part of Mortgagor to that certain Lease dated August 1, 1962 (be performed or observed under the “Ground Lease”; (vii) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (promptly notify Mortgagee in writing of the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor receipt by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent Mortgagor of any notice from the Ground Lessor to the assignment lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to Buyer be delivered to Mortgagee; and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”viii) promptly notify Mortgagee in form and with information contained therein reasonably acceptable writing of any request made by either party to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor party thereto for arbitration or appraisal proceedings pursuant to, required by and in connection with the assignment of to the Ground Lease. Furthermore, Seller and MBI shall terminate of the Sublease at Closing, with both Seller institution of any arbitration or appraisal proceedings and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from promptly deliver to Mortgagee a copy of the determination of the arbitrators or related to the Subleaseappraisers in each such proceeding.

Ground Lease. Seller (a) Subject to Xxxxxxxx’s right to contest, Borrower shall at all times promptly and Buyer acknowledge that faithfully perform, or cause to be performed, all of the XxXxxxxx Brotherscovenants, Inc., an affiliate of Seller (“MBI”) has a leasehold interest conditions and agreements contained in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment of the Ground Lease with respect to Buyer and an estoppel certificate from the Ground Lessor (Crowne Plaza Property, now or hereafter existing, on the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer tenant or lessee thereunder to be kept and performed. Borrower shall assume and agree not do or suffer to perform all obligations of be done any act that will result in a default by the Seller tenant or lessee under the Ground Lease that are first required and shall not further assign the Ground Lease or any interest therein without Agent’s consent, except (i) to Agent pursuant to the Loan Documents and the Other Loan Documents or (ii) as permitted under Section 2.11 hereof. (b) Borrower, at no cost or expense to Agent or Lender, shall enforce, in a commercially reasonable manner, short of termination, the performance and observance of each and every material condition and covenant of each of the other parties (other than Borrower) under the Ground Lease. Borrower shall not, without the prior written consent of Agent (which consent shall not be performed unreasonably withheld, conditioned or delayed), amend or otherwise modify the Ground Lease, terminate or surrender of the Ground Lease, or waive or release any other party from the performance or observance of any material obligation or condition under the Ground Lease, and after Closing shall enforce the performance by Ground Lessor of Ground Lessor’s obligations under or related to the Ground Lease, it being understood and agreed that Buyer has no obligation forif Agent shall respond by not consenting to any of the matters for which Agent’s consent is requested as expressly set forth in a request from Borrower pursuant to this Section 7.33(b), then Agent shall include in such response a reasonably detailed description of Agent’s reason(s) for not giving such consent. Borrower shall not make any prepayment of any amounts under the Ground Lease for more than one (1) month prior to the due date thereof (except where required pursuant to the express terms of the Ground Lease). Promptly upon demand by Agent, Borrower shall request and use commercially reasonable efforts to obtain from Ground Lessor and furnish to Agent an estoppel certificate pursuant to the Ground Lease, and Seller use reasonable efforts to include such other matters as may be reasonably requested by Agent. (c) Xxxxxxxx shall indemnify Buyer from and againstdeliver to Agent a copy of any written notice received, or sent or delivered, by Borrower under the Ground Lease, including, without limitation, any liabilities notice of default under the Ground Lease, and any legal proceedings involving obligations under the Ground Lease for acts and omissions or other defaults occurring prior any request made by either party to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by for arbitration or appraisal proceedings relating to the Ground Lessor Lease and providing of the institution of any information reasonably required by such arbitration or appraisal proceeding, as well as, in each case, all proceedings and any decision rendered in any such proceedings. For purposes of determining whether a default under the Ground Lessor pursuant toLease exists, required Agent shall be entitled to rely on, and accept as correct, any notice of default delivered by Ground Lessor. If Borrower does not contest such alleged default and in connection with the assignment of fails to promptly cure any default under the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing or fails to cure any and all claims and holding Buyer harmless from and against any and all claims arising from or related default within three (3) Business Days prior to the Sublease.expiration of

Ground Lease. The transaction contemplated by this Agreement is contingent upon Seller and Buyer acknowledge that the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a obtaining written consent from the Ground Lessor to the assignment of the Ground Lease to Buyer and an estoppel certificate from the Ground Lessor (the “"Xxxxxxxx Owner Consent") to Seller's assignment to Purchaser of Seller's interest, as landlord, under the Ground Lease Estoppel”Lease, including (if required under the Ground Lease) in form the Xxxxxxxx Owner's acknowledgment that Seller shall be released of all obligations and with information contained therein reasonably acceptable to Buyer. As part liabilities of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller "tenant" under the Ground Lease that are first required to be performed effective from and after Closing it being understood and agreed that Buyer has no obligation forthe date of such assignment. In addition, and Seller shall indemnify Buyer obtain from and against, any liabilities and obligations under Ground Lessor a form of estoppel confirming the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment terms of the Ground Lease including executing such applicationsand acknowledging that neither Ground Lessor or Seller are in default thereunder (the "Ground Lease Estoppel"). Seller hereby covenants that it shall use best efforts to obtain the Xxxxxxxx Owner Consent and the Ground Lease Estoppel, certificates and other documents reasonably provided that Seller shall not be required by to make any payment to the Ground Lessor as a condition to obtaining the Xxxxxxxx Owner Consent and providing any information reasonably required by the Ground Lessor pursuant toLease Estoppel other than normal review expenses. If Seller does not obtain the Xxxxxxxx Owner Consent and the Ground Lease Estoppel on or before the Due Diligence Approval Date, required by and in connection then this Agreement shall terminate, whereupon the Deposit, together with the assignment net interest earned thereon, shall, without any further instruction required, promptly be returned to Purchaser, this Agreement shall become null and void and neither party shall have any further rights or obligations hereunder (subject, however, to survival of Purchaser's Indemnity and Purchaser's Confidentiality Obligations). If Seller obtains the Xxxxxxxx Owner Consent and the Ground Lease Estoppel on or before the Due Diligence Approval Date, Seller shall deliver a copy of same to Purchaser and the parties shall proceed to close the transaction contemplated hereby pursuant to the terms hereof and, at Closing, Seller and Purchaser shall enter into the Assignment and Assumption of Ground Lease. A copy of the Xxxxxxxx Owner Consent and the Ground Lease Estoppel shall, if obtained, be delivered to Purchaser within two (2) days after Seller's receipt, but in no event later than the Due Diligence Approval Date. Such Xxxxxxxx Owner Consent shall be either unconditional or, if conditional, subject to no condition that is reasonably objectionable to Purchaser and the Ground Lease Estoppel shall contain no material deviations from the terms of the Ground Lease provided to Purchaser. In the event that Seller receives the Xxxxxxxx Owner Consent, but such consent does not contain an acknowledgment that Seller is released of all obligations and liabilities of the "tenant" under the Ground Lease. Furthermore, such consent shall nevertheless be satisfactory if Purchaser agrees to indemnify and hold Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from Purchaser's failure to perform such obligations and against any and all claims liabilities arising from or related to and after the SubleaseClosing.

Ground Lease. Seller (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and Buyer acknowledge that the XxXxxxxx Brothersother sums required to be paid by Borrower, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land as tenant under and pursuant to that certain Lease dated August 1, 1962 (the “provisions of the Ground Lease”, (ii) between Weisenbergh Co.diligently perform and observe all of the terms, Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) covenants and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment conditions of the Ground Lease to Buyer and an estoppel certificate from on the Ground Lessor (the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this saleBorrower, Buyer shall assume and agree to perform all obligations as tenant thereunder, (iii) promptly notify Lender of the Seller giving of any notice by the landlord under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation forBorrower of any default by Borrower, as tenant thereunder, and Seller shall indemnify Buyer from deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and against(iv) promptly notify Lender of any bankruptcy, any liabilities and obligations reorganization or insolvency of the landlord under the Ground Lease for acts or of any notice thereof, and omissions deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or other defaults occurring prior to Closing. Buyer terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall cooperate with Seller default in Seller’s efforts related to the assignment performance or observance of any term, covenant or condition of the Ground Lease including executing such applicationson the part of Borrower, certificates as tenant thereunder, and other documents reasonably required by shall fail to cure the Ground Lessor same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and providing to perform any information reasonably required by act or take any action as may be appropriate to cause all of the Ground Lessor pursuant toterms, required by covenants and in connection with the assignment conditions of the Ground Lease. FurthermoreLease on the part of Borrower to be performed or observed on behalf of Borrower, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleaseend that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. Seller Redding Sundial Borrower represents and Buyer acknowledge warrants to Administrative Agent and the Lenders that (i) a true, complete and correct copy of the XxXxxxxx BrothersGround Lease, Inc.together with all amendments thereto, an affiliate has been delivered to Administrative Agent; (ii) the Ground Lease is valid and in and full force and effect; (iii) the interests of Seller (“MBI”) Redding Sundial Borrower under the Ground Lease has a leasehold interest in the Land not been assigned or pledged, other than pursuant to that certain a Mortgage, and is not subject to any Lien, other than the Lien of the applicable Mortgage; (iv) Redding Sundial Borrower’s interest under the Ground Lease dated August 1, 1962 (is assignable to Administrative Agent without the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “written consent of Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in is further assignable by Administrative Agent without Ground Lessor’s consent; (v) under the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment terms of the Ground Lease and this Agreement, taken together, any insurance proceeds and Awards paid with respect to Buyer the Redding Sundial Project or the interest of Xxxxxxx Sundial Borrower therein will be applied either to the repair or restoration of all or a portion of the Redding Sundial Project, with Administrative Agent having the right to hold and an estoppel certificate from disburse the proceeds as the repair or restoration progresses, or to the payment of the Obligations; (vi) [reserved]; (vii) neither Redding Sundial Borrower nor Ground Lessor (the “Ground Lease Estoppel”) is in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller default under the Ground Lease that are first Lease, nor is there any event or circumstance that, with the giving of notice or passage of time, would constitute a default under the Ground Lease; (viii) no notice of termination or default has been given or received by Redding Sundial Borrower under the Ground Lease; and (ix) Redding Sundial Borrower has paid all sums payable and Redding Sundial Borrower has performed all obligations required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease.Redding Sundial Borrower thereunder.. [Summit Healthcare] 47

Ground Lease. Seller and Buyer acknowledge (a) Tenant acknowledges that the XxXxxxxx BrothersPremises, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc.Project, and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant this Lease are and shall remain subject and subordinate to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment of the Ground Lease and the Development Rights Agreement and to Buyer the rights of Ground Lessor thereunder, and an estoppel certificate to all amendments, restatements, renewals, modifications, assignments, and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however, that so long as there is no Default hereunder, Tenant's receipt from the Ground Lessor (the “Ground Lease Estoppel”or any successor or assignee thereof, as appropriate) in form and with information contained therein reasonably acceptable to Buyer. As part of a fully executed instrument containing appropriate non-disturbance provisions assuring Tenant's quiet enjoyment of the consideration for this sale, Buyer Premises as set forth in Section 24 hereof shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related a condition precedent to the assignment subordination of Tenant's interest and rights hereunder and Tenant's interest and rights hereunder shall not be disturbed by Ground Lessor. Tenant agrees, at the election of Ground Lease including executing such applicationsLessor, certificates and other documents reasonably required by the to attorn to Ground Lessor. Unless Ground Lessor and providing Tenant mutually agree upon and execute and deliver a different form of Subordination, Non-Disturbance and Attornment Agreement, Tenant shall, upon demand, execute, acknowledge, and deliver a Subordination, Non-Disturbance and Attornment Agreement substantially in the form attached hereto as Exhibit L (the "LEASE SUBORDINATION AGREEMENT") or such other instruments, confirming such subordination and instruments of attornment as shall be reasonably requested by Ground Lessor, provided any information reasonably required by such instruments contain the Ground Lessor pursuant toappropriate non-disturbance provisions described above. Tenant acknowledges that, required by among other things, notwithstanding the terms of this Lease, (i) the final design and in connection with the assignment aesthetic of the Ground Premises and the Project, (ii) any Transfer, (iii) any financing to be secured by Tenant's interest in this Lease. Furthermore, Seller and MBI shall terminate (iv) the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease."

Ground Lease. Seller and Buyer acknowledge that (a) With respect to the XxXxxxxx BrothersGround Lease, Inc., an affiliate of Seller Borrower shall cause Mortgage Borrower to (“MBI”i) has a leasehold interest in except to the Land extent reserved for by Mortgage Lender pursuant to that certain Lease dated August 1Section 9.8 of the Mortgage Loan Agreement, 1962 (pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the “provisions of the Ground Lease”, (ii) between Weisenbergh Co.diligently perform and observe all of the terms, Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) covenants and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment conditions of the Ground Lease to Buyer and an estoppel certificate from on the Ground Lessor part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the “giving of any written notice by the lessor under any Ground Lease Estoppel”to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within two (2) in form Business Days of receipt and with information contained therein reasonably acceptable to Buyer. As part (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency proceeding of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller lessor under the any Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation foror of any notice thereof, and Seller shall indemnify Buyer from deliver to Lender a true copy of such notice within two (2) Business Days of Mortgage Borrower’s receipt, together with copies of all notices, pleadings, schedules and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required similar matters received by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and Mortgage Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall not (and shall not permit Mortgage Borrower to), without the assignment prior consent of the Ground Lease. FurthermoreLender, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing (w) take any and all claims and holding Buyer harmless from and against action or fail to take any and all claims arising from or related to the Sublease.action which would result

Ground Lease. Seller (2) Borrower shall (i) pay all rents, additional rents and Buyer acknowledge other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease (for the avoidance of doubt, Borrower hereby covenants and agrees that it shall pay 100% of all rents, additional rents and other sums due and payable under the XxXxxxxx BrothersGround Lease notwithstanding the existence or obligations of any co-tenant thereunder (if any)), Inc.(ii) diligently perform and observe, an affiliate in all material respects, all of Seller the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed and observed, and (“MBI”iii) has a leasehold interest promptly notify Agent of the receipt of any written notice given by the landlord under the Ground Lease to Borrower with respect to the Ground Lease Put or the Ground Lease ROFR and any notice of any default by Borrower in the Land performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Agent a true copy of each such notice within three (3) Business Days of receipt and (iv) promptly notify Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Agent a true copy of such notice within three (3) Business Days of Borrower’s receipt. Borrower shall not, without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing. Borrower hereby assigns to Agent, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any respect without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed) shall be void and of no force and effect. Furthermore, Borrower shall not elect not to restore the Property pursuant to that certain the terms of the Ground Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, etwithout Agent’s consent. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest If Borrower shall default in the Land pursuant performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder (including, without limitation, any obligations under the Ground Lease or the Agreement Concerning Interests with respect to that certain ground lease dated September 1, 2005 between MBI the Ground Lease Put and Seller (the “Sublease”Ground Lease ROFR), and a fee simple interest shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Agent shall have the right, 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 the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. Notwithstanding the foregoing or anything herein or in the Improvements Ground Lease or the Agreement Concerning Interests to the contrary, Borrower shall perform as required by the Ground Lease with respect to the Ground Lease Put on or before the date that is ten (10) days prior to the date the Association (as defined in the Agreement Concerning Interests) may compel Borrower to perform under the Ground Lease Put on the Association’s behalf under the Agreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Agent a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Agent for any reasonable action taken or omitted to be taken by Agent, in good faith, in reliance thereon. Seller Borrower shall obtain and deliver exercise each individual option, if any, to Buyer at Closing a consent from extend or renew the term of the Ground Lessor Lease upon demand by Agent made at any time within one (1) year prior to the assignment last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not subordinate or consent to the subordination of the Ground Lease to Buyer and an estoppel certificate from any mortgage, security deed, lease or other interest on or in the Ground Lessor (the “Ground Lease Estoppel”) landlord’s interest in form and with information contained therein reasonably acceptable to Buyer. As all or any part of the consideration for this saleProperty, Buyer shall assume and agree to perform all obligations of unless, in each such case, the Seller under the Ground Lease that are first required written consent (not to be performed from unreasonably withheld, conditioned or delayed) of Agent shall have been first had and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleaseobtained.

Ground Lease. Seller The occurrence of a default by KBSII 2500 Regxxx Xxxxxxxxx, XXX, xs lessee, under the Ground Lease and Buyer acknowledge that the XxXxxxxx Brotherscontinuation thereof beyond the later of (i) thirty (30) days beyond the expiration of any applicable notice and cure period (provided such default has not been cured by KBSII 2500 Regxxx Xxxxxxxxx, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”XXX xxring such period) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in (ii) ten (10) Business Day following the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment termination of the Ground Lease to Buyer and an estoppel certificate from the by Ground Lessor (such later date being referred to herein as the “Ground Lease EstoppelCure Date”); provided, however, that no Default shall be deemed to have occurred hereunder if Borrowers cause the Ground Leased Property to be released from the lien of the Security Documents in accordance with the provisions of Section 2.10 above on or before the Ground Lease Cure Date. If, however, (i) Ground Lessor has not terminated the Ground Lease as the result of an uncured default by KBSII Regent Boulevard, LLC, by the date which is six (6) months after the expiration of the cure period applicable to such default and (ii) the Ground Leased Property has not then been released from the lien of the Security Documents in accordance with Section 2.10 above, then Borrowers shall cause to be delivered to Administrative Agent confirmation from Ground Lessor, in the form and with information contained therein reasonably of a writing acceptable to Buyer. As part of Administrative Agent, that the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller applicable default under the Ground Lease that are first required has been waived by Ground Lessor. Borrowers’ failure to be performed from and after Closing it being understood and agreed that Buyer has no obligation fordeliver such confirmation shall constitute a Default hereunder. Notwithstanding anything to the contrary, and Seller the foregoing shall indemnify Buyer from and againstnot in any way limit Administrative Agent’s right to cure any default by KBSII Regent Boulevard, any liabilities and obligations LLC, under the Ground Lease for acts during the cure period applicable thereto and omissions or other defaults occurring prior Borrowers hereby specifically authorize Administrative Agent to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to effect such cure, as contemplated by the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required the Estoppel Certificate Agreement executed by the Ground Lessor for the benefit of Administrative Agent and providing any information reasonably required by the Ground Lessor pursuant toLenders, required by and in connection with the assignment of the Ground Lease. Furthermoredated January 7, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease.2011

Ground Lease. Seller (a) Borrower shall (i) pay all rents, additional rents and Buyer acknowledge other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease (for the avoidance of doubt, Borrower hereby covenants and agrees that it shall pay 100% of all rents, additional rents and other sums due and payable under the XxXxxxxx BrothersGround Lease notwithstanding the existence or obligations of any co-tenant thereunder (if any)), Inc.(ii) diligently perform and observe, an affiliate in all material respects, all of Seller the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed and observed, and (“MBI”iii) has a leasehold interest promptly notify Agent of the receipt of any written notice given by the landlord under the Ground Lease to Borrower with respect to the Ground Lease Put or the Ground Lease ROFR and any notice of any default by Borrower in the Land performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Agent a true copy of each such notice within three (3) Business Days of receipt and (iv) promptly notify Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Agent a true copy of such notice within three (3) Business Days of Borrower’s receipt. Borrower shall not, without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing. Borrower hereby assigns to Agent, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any respect without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed) shall be void and of no force and effect. Furthermore, Borrower shall not elect not to restore the Property pursuant to that certain the terms of the Ground Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, etwithout Agent’s consent. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest If Borrower shall default in the Land pursuant performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder (including, without limitation, any obligations under the Ground Lease or the Agreement Concerning Interests with respect to that certain ground lease dated September 1, 2005 between MBI the Ground Lease Put and Seller (the “Sublease”Ground Lease ROFR), and a fee simple interest shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Agent shall have the right, 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 the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. Notwithstanding the foregoing or anything herein or in the Improvements Ground Lease or the Agreement Concerning Interests to the contrary, Borrower shall perform as required by the Ground Lease with respect to the Ground Lease Put on or before the date that is ten (10) days prior to the date the Association (as defined in the Agreement Concerning Interests) may compel Borrower to perform under the Ground Lease Put on the Association’s behalf under the Agreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Agent a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Agent for any reasonable action taken or omitted to be taken by Agent, in good faith, in reliance thereon. Seller Borrower shall obtain and deliver exercise each individual option, if any, to Buyer at Closing a consent from extend or renew the term of the Ground Lessor Lease upon demand by Agent made at any time within one (1) year prior to the assignment last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not subordinate or consent to the subordination of the Ground Lease to Buyer and an estoppel certificate from any mortgage, security deed, lease or other interest on or in the Ground Lessor (the “Ground Lease Estoppel”) landlord’s interest in form and with information contained therein reasonably acceptable to Buyer. As all or any part of the consideration for this saleProperty, Buyer shall assume and agree to perform all obligations of unless, in each such case, the Seller under the Ground Lease that are first required written consent (not to be performed from unreasonably withheld, conditioned or delayed) of Agent shall have been first had and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closingobtained. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Sublease.77

Ground Lease. Seller (a) With respect to each Ground Lease, Borrower covenants and Buyer acknowledge that agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the XxXxxxxx Brothersterms, Inc.covenants and provisions thereof on its part to be observed, an affiliate performed and complied with, at the times set forth therein, and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of Seller which there would reasonably be expected to be a default under any of the terms thereof; (“MBI”iii) has a leasehold interest in the Land not to terminate (pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”terms thereof or otherwise), cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver not to Buyer at Closing a consent from release the Ground Lessor to the assignment of the Ground Lease to Buyer and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required from any obligations imposed upon it thereby without the consent of Lender, not to be performed from and after Closing it being understood and agreed that Buyer has no obligation forunreasonably withheld, and Seller shall indemnify Buyer from and againstdelayed or conditioned (provided that, notwithstanding anything contained herein or in any liabilities and obligations other Loan Document, Borrower may extend the term of any Ground Lease pursuant to the terms thereof without obtaining the consent of Lender); (iv) not to assign the Ground Lease in whole or in part nor sublet the premises demised under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate in whole except in accordance with Seller in Seller’s efforts related the provisions of this Agreement; (v) to the assignment extent Borrower has actual knowledge of the same, to give Lender prompt written notice of any default under the Ground Lease including executing such applicationsby Borrower that continues to exist beyond any notice and cure period available to Borrower under the applicable Ground Lease or the Ground Lessor, certificates and to deliver to Lender copies of each notice of default and all other material notices, communications, plans, specifications and other documents reasonably required similar instruments received or delivered by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and Borrower in connection therewith within two (2) Business Days of Borrower’s receipt of the same; and (vi) to furnish to Lender such information and evidence as Lender may reasonably require concerning Borrower’s due observance, performance and compliance with the assignment terms, covenants and provisions thereof provided such evidence is in Borrower’s possession or readily available at no material out-of-pocket cost to Borrower. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters set forth in this Section 5.1.24, Lender shall have ten (10) Business Days from receipt of written request together with such other information as is necessary for Lender’s review of the Ground Leaserequest, to approve or disapprove such matter, provided that the front page of any such request to Lender is marked, in not less than fourteen (14) point bold face type, underlined and using all capital letters, as follows: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender within such ten (10) Business Day period, Lender shall have five (5) Business Days from receipt of all additional requested information in which to approve or disapprove such the applicable matter, notwithstanding the date of the original request. Furthermore, Seller and MBI shall terminate In the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related event that Lender fails to respond to the Subleaseapplicable matter in question within such time frames as set forth above, Lender’s failure to respond shall constitute Lender’s deemed approval of the particular approval request.

Ground Lease. Seller and Buyer acknowledge (a) Borrower shall not permit Mortgage Borrower to, without Lender’s written consent, prior to the date that is thirty days prior to the XxXxxxxx Brotherslast day of exercise with respect to such option, Inc., an affiliate fail to exercise any option or right to renew or extend the term of Seller (“MBI”) has a leasehold interest any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the Land pursuant to that certain Lease dated August 1, 1962 (terms of the “related Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Companyshall give immediate written notice to Lender and shall execute, Inc. Seller has a subleasehold interest in acknowledge, deliver and record any document requested by Lender to evidence the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to Buyer renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and an estoppel certificate from absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lessor (Lease) and for so long as the “Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine A Loan is outstanding, the Mezzanine A Borrower shall have received the prior written consent of the Mezzanine A Lender to the extent required under the Mezzanine A Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part expires or otherwise terminates during the term of the consideration for this saleLoan, Buyer such event shall assume constitute a Ground Lease Default and agree to perform all obligations Borrower shall cause a release of the Seller under the Released Collateral associated with such applicable Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related property subject to the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleasethis Agreement.

Ground Lease. Seller (a) Mortgagor hereby represents and Buyer acknowledge that warrants, as of the XxXxxxxx BrothersEffective Date, Inc.(i) Mortgagor has delivered a true and correct copy of each Ground Lease to Mortgagee prior to or simultaneously with its execution of this Security Instrument; (ii) the Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, an affiliate except as specified in [Exhibit [A/B] [and Exhibit [B/C]] attached hereto]; (iii) the Mortgagor enjoys the quiet and peaceful possession of Seller the Ground Leasehold Estate subject only to Permitted Liens; (“MBI”iv) to the best of Mortgagor's knowledge, there is no material default under the Ground Leasehold by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Ground Lease; (v) except to the extent nonpayment would not have a Material Adverse Effect, all rents, additional rents, and other sums due and payable under the Ground Lease have been paid in full except as permitted under the express terms of the Ground Lease, (vi) to the best of Mortgagor's knowledge, no Person has commenced any action or given or received any notice for the purpose of terminating such Ground Lease, (vii) the consummation of the transactions contemplated hereby will not result in any breach of, or constitute a default under, the Ground Lease, (viii) all actions which must be taken for Mortgagee to have the rights of a leasehold interest in the Land mortgagee or mortgagee pursuant to that certain the Ground Lease dated August 1have been taken and completed, 1962 (ix) the “Mortgagor or any Affiliate thereof has not granted any other leasehold mortgage or made any other assignment, pledge or hypothecation of its interest under the Ground Lease”; (x) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor Lease or a memorandum thereof has been duly recorded; (xi) the Ground Lease permits the interest of the lessee thereunder to be encumbered by the assignment Security Instrument; (xii) the Ground Lease is not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Security Instrument; (xiii) the Ground Lease, either by its express terms or after giving effect to any estoppel and consent agreement, [(v) cannot be cancelled, terminated, surrendered or amended without the prior written consent of Mortgagee, (w) requires Fee Owner to enter into a new lease on similar terms and conditions upon termination of the Ground Lease to Buyer and an estoppel certificate from for any reason, including rejection of the Ground Lessor Lease in a proceeding under the Bankruptcy Code or any other Creditors Rights Laws; (x) is assignable upon notice to, but without the “Ground Lease Estoppel”consent of, the Fee Owner and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of Fee Owner, (y) in form and with information contained therein reasonably acceptable to Buyer. As part provides that notice of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller termination given under the Ground Lease is not effective against Mortgagee or any Secured Party unless a copy of such notice has been delivered to Mortgagee in the manner described in the Ground Lease and (z) provides that are first required Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations gain possession of the interest of the Mortgagor under the Ground Lease for acts and omissions or other defaults occurring prior Leases) to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to cure any default under the assignment Ground Lease, which is curable after the receipt of notice of any default, before Fee Owner may terminate the Ground Lease;] (xiv) the Ground Lease including executing such applications, certificates and other documents reasonably required by has a term which extends [not less than twenty-five (25) years] beyond the Ground Lessor and providing any information reasonably required by date on which no Secured Obligations continue to be outstanding; (xv) under the Ground Lessor pursuant to, required by and in connection with the assignment terms of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closingapplicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with both Seller the terms of the Indenture; and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to [(xvi) the SubleaseGround Lease does not impose restrictions on subletting.]

Ground Lease. Seller and Buyer acknowledge that As to the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”, (i) between Weisenbergh Co.Borrower shall have provided to Bank a true, Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc.correct, and Xxxxxx Companycomplete copy of such Ground Lease, Inc. Seller has a subleasehold interest including all amendments or modifications thereto and any agreements related thereto, prior to the Closing Date, (ii) the Ground Lease is subject to Bank’s review and approval in the Land pursuant to that certain ground lease dated September 1its sole and absolute discretion, 2005 between MBI and Seller (the “Sublease”)iii) for such Ground Lease, and a fee simple interest in the Improvements thereon. Seller Borrower shall obtain and deliver to Buyer at Closing Lender a consent from Ground Lessor’s Consent Agreement fully executed by the Ground Lessor Lessor, RFI, and, if required by Bank, the Borrower in form and substance acceptable to Bank in its sole and absolute discretion. Borrower and RFI each agree that notwithstanding anything in the Ground Lease to the assignment contrary, RFI shall not have the right to terminate, allow termination of, or consent to termination of the Ground Lease for any reason whatsoever, without the prior written consent of Bank. Borrower and RFI each agree further that they will promptly, and in no event later than three (3) business days after RFI’s or Borrower’s receipt thereof, as the case may be, deliver to Buyer and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable Bank a copy of any notice of breach or default or any other notice relating to Buyer. As part RFI’s failure of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller any performance under the Ground Lease that are first required to Borrower or RFI receives from Ground Lessor (each a “Ground Lease Default Notice”). Borrower and RFI each understand that and acknowledge that (i) the Lessee’s Rights will serve as the Bank’s primary collateral security for the Loan; (ii) the Bank’s collateral security can be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under at eliminated if the Ground Lease for acts is terminated by Ground Lessor, and omissions or other defaults occurring prior (iii) Bank desires to Closing. Buyer shall cooperate with Seller in Seller’s efforts related have to the assignment best opportunity to cure any such breach or default or failure of performance to protect it’s security (although it is not obligated to do so). Therefore, it is a material condition and a material consideration to Bank’s making and continuing the Loan to Borrower that Borrower shall timely provide, or shall cause RFI to timely provide, any Ground Lease including executing such applicationsDefault Notice to Bank. Borrower agrees that failure of Borrower or RFI, certificates and other documents reasonably required by the as applicable, to timely provide any Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment Lease Default Notice to Bank shall be an Event of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the SubleaseDefault hereunder.

Ground Lease. Seller Borrower shall (a) observe and Buyer acknowledge that perform the XxXxxxxx Brothersmaterial obligations, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land covenants and agreements imposed on Borrower pursuant to that certain the Ground Lease dated August 1and do all things necessary to preserve and keep unimpaired its material rights thereunder, 1962 (b) promptly notify Lender of any material default thereunder of which it is aware and (c) enforce the “performance and observance of all of the material covenants and agreements required to be performed or observed by the ground lessor under the Ground Lease”. Borrower shall not cancel, terminate, surrender or amend the Ground Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, however, Borrower shall be permitted to amend the Ground Lease without the consent of Lender in order to (i) between Weisenbergh Co., Inc., successor modify the annual rent payable by Borrower to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to either (A) with respect to calendar year 2007 an amount (whether fixed or calculated pursuant to a formula) not to exceed $1,800,000.00 and for each calendar year after 2007 an amount (whether fixed or calculated pursuant to a formula) not to exceed three percent (3%) more than the assignment rent payable by Borrower during the previous calendar year or (B) with respect to calendar year 2007 through and including calendar year 2011 and each five year calendar period thereafter an amount not to exceed the lesser of (x) an amount calculated pursuant to a formula established by Borrower in its sole discretion or an amount agreed upon by Borrower and Ground Lessor and (y) the rent payable by Borrower during the previous five year calendar period as increased by the “adjusted cost of living factor” set forth in Section 3(c)(ii) of the Ground Lease Lease, (ii) permit Borrower or TRG or its Affiliates to Buyer and an estoppel certificate from make a payment to the Ground Lessor (in an amount determined by Borrower in its sole discretion, provided that such payment is made in full by Borrower or TRG upon the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable execution of any amendment to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required and evidence of the payment thereof is delivered to be performed from and after Closing it being understood and agreed that Buyer has no obligation forLender, and Seller shall indemnify Buyer from (iii) permit Borrower or TRG or its Affiliate to have a right of first offer, a right of first refusal or a similar right to purchase the fee interest in the real property leased to Borrower pursuant to the Ground Lease. Within ten (10) Business Days after the written request of Borrower and against, any liabilities and obligations under delivery by Borrower to Lender of an amendment to the Ground Lease for acts and omissions or other defaults occurring prior which in Lender’s reasonable discretion satisfies the conditions set forth in this Section 5.1.25, Lender shall unconditionally acknowledge in writing to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably that Lender’s consent is not required by the Ground Lessor pursuant to, required by and in connection with the assignment of amendment to the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related Lease delivered to the SubleaseLender.

Ground Lease. Seller (a) Borrower will: (i) pay the rent required by the Ground Lease as the same becomes due and Buyer acknowledge that payable; (ii) promptly perform and observe all of the XxXxxxxx Brothersmaterial covenants, Inc.agreements, an affiliate obligations and conditions required to be performed and observed by Borrower under the Ground Lease, and do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of Seller the commencement of a proceeding under the federal bankruptcy laws by or against Borrower or, upon Borrower's receipt of notification thereof, the lessor under the Ground Lease; (“MBI”iv) has if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the lessee under the Ground Lease of the exercise of any right to renew or extend the term of the Ground Lease, promptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Lender, promptly notify Lender in writing of the name and address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Lender in writing of the receipt by Borrower of any notice (other than notices customarily sent on a leasehold interest regular periodic basis) from the lessor under the Ground Lease and of any notice noting or claiming any default by Borrower in the Land pursuant performance or observance of any of the terms, covenants, or conditions on the part of Borrower to that certain Lease dated August 1, 1962 (be performed or observed under the “Ground Lease”; (vii) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (promptly notify Lender in writing of the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor receipt by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent Borrower of any notice from the Ground Lessor to the assignment lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to Buyer be delivered to Lender; and an estoppel certificate from the Ground Lessor (the “Ground Lease Estoppel”viii) promptly notify Lender in form and with information contained therein reasonably acceptable writing of any request made by either party to Buyer. As part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor party thereto for arbitration or appraisal proceedings pursuant to, required by and in connection with the assignment of to the Ground Lease. Furthermore, Seller and MBI shall terminate of the Sublease at Closing, with both Seller institution of any arbitration or appraisal proceedings and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from promptly deliver to Lender a copy of the determination of the arbitrators or related to the Subleaseappraisers in each such proceeding.

Ground Lease. Seller and Buyer acknowledge (a) Borrower shall not permit Mortgage Borrower to, without Lender’s written consent, prior to the date that is thirty days prior to the XxXxxxxx Brotherslast day of exercise with respect to such option, Inc., an affiliate fail to exercise any option or right to renew or extend the term of Seller (“MBI”) has a leasehold interest any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the Land pursuant to that certain Lease dated August 1, 1962 (terms of the “related Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Companyshall give immediate written notice to Lender and shall execute, Inc. Seller has a subleasehold interest in acknowledge, deliver and record any document requested by Lender to evidence the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to Buyer renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and an estoppel certificate from absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lessor (Lease) and for so long as the “Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine B Loan is outstanding, the Mezzanine B Borrower shall have received the prior written consent of the Mezzanine B Lender to the extent required under the Mezzanine B Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part expires or otherwise terminates during the term of the consideration for this saleLoan, Buyer such event shall assume constitute a Ground Lease Default and agree to perform all obligations Borrower shall cause a release of the Seller under the Released Collateral associated with such applicable Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related property subject to the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleasethis Agreement.

Ground Lease. Seller (a) Grantor hereby represents and Buyer acknowledge that warrants, as of the XxXxxxxx BrothersEffective Date, Inc.(i) Grantor has delivered a true and correct copy of each Ground Lease to Grantee prior to or simultaneously with its execution of this Security Instrument; (ii) the Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, an affiliate except as specified in [Exhibit [A/B] [and Exhibit [B/C]] attached hereto]; (iii) the Grantor enjoys the quiet and peaceful possession of Seller the Ground Leasehold Estate subject only to Permitted Liens; (“MBI”iv) to the best of Grantor's knowledge, there is no material default under the Ground Leasehold by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Ground Lease; (v) except to the extent nonpayment would not have a Material Adverse Effect, all rents, additional rents, and other sums due and payable under the Ground Lease have been paid in full except as permitted under the express terms of the Ground Lease; (vi) to the best of Grantor's knowledge, no Person has commenced any action or given or received any notice for the purpose of terminating such Ground Lease; (vii) the consummation of the transactions contemplated hereby will not result in any breach of, or constitute a default under, the Ground Lease, (viii) all actions which must be taken for Grantee to have the rights of a leasehold interest in the Land mortgagee or mortgagee pursuant to that certain the Ground Lease dated August 1have been taken and completed; (ix) the Grantor or any Affiliate thereof has not granted any other leasehold mortgage or made any other assignment, 1962 (pledge or hypothecation of its interest under the “Ground Lease”; (x) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor Lease or a memorandum thereof has been duly recorded; (xi) the Ground Lease permits the interest of the lessee thereunder to be encumbered by the assignment Security Instrument; (xii) the Ground Lease is not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, the Security Instrument; (xiii) the Ground Lease, either by its express terms or after giving effect to any estoppel and consent agreement, [(v) cannot be cancelled, terminated, surrendered or amended without the prior written consent of Grantee; (w) requires Fee Owner to enter into a new lease on similar terms and conditions upon termination of the Ground Lease to Buyer and an estoppel certificate from for any reason, including rejection of the Ground Lessor Lease in a proceeding under the Bankruptcy Code or any other Creditors Rights Laws; (x) is assignable upon notice to, but without the “Ground Lease Estoppel”consent of, the Fee Owner and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of Fee Owner, (y) in form and with information contained therein reasonably acceptable to Buyer. As part provides that notice of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller termination given under the Ground Lease is not effective against Grantee or any Secured Party unless a copy of such notice has been delivered to Grantee in the manner described in the Ground Lease and (z) provides that are first required Grantee is permitted a reasonable opportunity (including, where necessary, sufficient time to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations gain possession of the interest of the Grantor under the Ground Lease for acts and omissions or other defaults occurring prior Leases) to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to cure any default under the assignment Ground Lease, which is curable after the receipt of notice of any default, before Fee Owner may terminate the Ground Lease;] (xiv) the Ground Lease including executing such applications, certificates and other documents reasonably required by has a term which extends [not less than twenty-five (25) years] beyond the Ground Lessor and providing any information reasonably required by date on which no Secured Obligations continue to be outstanding; (xv) under the Ground Lessor pursuant to, required by and in connection with the assignment terms of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closingapplicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with both Seller the terms of the Indenture; and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to [(xvi) the SubleaseGround Lease does not impose restrictions on subletting.]

Ground Lease. During the time period commencing upon the Effective Date and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not amend or modify the Ground Lease without the prior written consent of Buyer in each instance, which consent may be withheld in Buyer's sole and Buyer acknowledge that absolute discretion. No later than ten (10) Business Days prior to the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in the Land pursuant to that certain Lease dated August 1, 1962 Closing Date (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “SubleaseLessor Estoppel Deadline”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment of the Ground Lease to Buyer and an estoppel certificate from the Ground Lessor Lessor: (1) in substantially the same form as required by the Ground Lease or (2) if no such form is required under the Ground Lease, in the form attached hereto as Exhibit “I” (the “Ground Lease EstoppelLessor Estoppel Certificate”) in form and with information contained therein reasonably acceptable to Buyer). As part of the consideration for this sale, Buyer The Ground Lessor Estoppel Certificate shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related to the assignment of the Ground Lease including executing such applications, certificates and other documents reasonably required duly executed by the Ground Lessor and providing any information reasonably required by shall be dated no earlier than thirty (30) Calendar Days prior to the Closing Date. Buyer shall have the right to review and approve or disapprove the Ground Lessor Estoppel Certificate pursuant to the same procedures set forth in Section 5.1(e) above and subject to, required by and in accordance with, the provisions of this Section 5.1(f) hereof. Buyer shall neither unreasonably withhold its approval of, nor unreasonably disapprove of, the Ground Lessor Estoppel Certificate. In connection with the assignment foregoing: (a) with regard to the form of the Ground Lease. FurthermoreLessor Estoppel Certificate, Seller and MBI shall terminate in the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related event the Ground Lessor Estoppel Certificate is in the form required pursuant to the Subleaseprovisions of Section 5.1(f)(1) or (2) hereof, as applicable, Buyer shall not have the right to disapprove of or object to the form of the Ground Lessor Estoppel Certificate; and (b) with regard to the content contained in the Ground Lessor Estoppel Certificate, Buyer shall not have the right to disapprove of or object to the Ground Lessor Estoppel Certificate, unless: (1) the Ground Lessor Estoppel Certificate is not properly executed or dated (or is dated prior to the date specified in Section 5.1(f) hereof); (2) the Ground Lessor Estoppel Certificate provides that there exists an uncured default by any party to the Ground Lease; (3) there is an inconsistency between any term or condition of the Ground Lease and the matters reflected in the Ground Lessor Estoppel Certificate, as stated therein; or (4) there is an inconsistency between the information contained in the Ground Lease as included with Seller's Deliveries and the information contained in the Ground Lessor Estoppel Certificate.

Ground Lease. Seller The Trustor shall (i) pay when due all rents, additional rents and Buyer acknowledge that other sums required to be paid by the XxXxxxxx Brothers, Inc., an affiliate of Seller (“MBI”) has a leasehold interest in Trustor as tenant under the Land pursuant to that certain Lease dated August 1, 1962 (the “Ground Lease”, (ii) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (diligently perform and observe all of the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment other terms of the Ground Lease to Buyer be performed and an estoppel certificate from observed by the tenant thereunder, (x) for monetary obligations, at least one (1) business day prior to, and (y) for nonmonetary obligations, at least three (3) business days prior to the expiration of any applicable grace period therein, and (iii) promptly notify the Beneficiary of the giving of any notice by Ground Lessor (to the “Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part Trustor of any default by the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller Trustor under the Ground Lease and deliver to the Beneficiary a true copy of each such notice. The Trustor shall not, without the prior consent of the Beneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, surrender the leasehold estate created by the Ground Lease or terminate, cancel, modify or supplement the Ground Lease in any way that are first required would reasonably be expected to have a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of the Trustor and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, during the continuation of an Event of Default, the Trustor shall not terminate, cancel, modify or supplement the Ground Lease without the prior consent of the Beneficiary. The Trustor hereby assigns to Beneficiary, as further security for the payment of the Obligations, all of the Trustor’s rights and privileges, as tenant under the Ground Lease, during the continuation of an Event of Default in connection with which Beneficiary has commenced and is diligently prosecuting to completion a foreclosure action with respect to this Deed of Trust, to surrender the leasehold estates created by the Ground Lease or to terminate, cancel, modify or supplement the Ground Lease. If (i) the Trustor has received written notice of a default from Ground Lessor due to the Trustor’s failure to perform or observe any term of the Ground Lease to be performed or observed by it thereunder, or (ii) in the event the Trustor is not entitled to receive a notice of default from Ground Lessor, the Trustor’s failure to perform or observe any term of the Ground Lease to be performed or observed by it thereunder, then, without waiving or releasing the Trustor from any of its obligations hereunder, Beneficiary shall have the right, but shall be under no obligation, to pay any sum and after Closing it being understood and agreed to take any action (including entry upon the leased premises) to cause such performance or observance on behalf of the Trustor, so that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations the rights of the Trustor under the Ground Lease for acts are unimpaired and omissions free from default, even if the existence or other defaults occurring prior to Closingthe nature of the Trustor’s default is being questioned or denied by the Trustor or another person. Buyer The Beneficiary shall cooperate with Seller in Seller’s efforts related be subrogated to the assignment rights of the Ground Lessor with respect to any such sums paid by the Beneficiary. The Trustor shall pay to the Beneficiary immediately and without demand, all such sums so paid or expended by the Beneficiary, together with interest thereon from the day of such payment at a rate equal at all times to the lesser of (i) 2.00% per annum above the highest tier of the applicable margins set forth in Section 1.2(B) of the Credit Agreement plus Base Rate, or (ii) the maximum lawful rate, and the same shall be secured by this Deed of Trust. If the Ground Lessor gives the Beneficiary notice of a default, such notice shall constitute full protection to the Beneficiary for any action reasonably taken or omitted by the Beneficiary, in good faith, in reliance thereon. Except to the extent required pursuant to the terms of the Ground Lease, the Trustor will not subordinate or consent to the subordination of the Ground Lease including executing such applicationsto any Deed of Trust, certificates and security deed, lease or other documents reasonably required by interest on or in the Ground Lessor and providing any information reasonably required by Lessor’s interest in the Ground Lessor pursuant toTrust Estate, required by and unless in connection with each such case, the assignment written consent of the Ground Lease. FurthermoreBeneficiary has first been obtained, Seller and MBI shall terminate it being agreed that the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related Beneficiary is under no obligation to the Subleasegrant such consent.

Ground Lease. Seller and Buyer acknowledge (a) Borrower shall not, without Lender’s written consent, prior to the date that is thirty days prior to the XxXxxxxx Brotherslast day of exercise with respect to such option, Inc., an affiliate fail to exercise any option or right to renew or extend the term of Seller (“MBI”) has a leasehold interest any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the Land pursuant to that certain Lease dated August 1, 1962 (terms of the “related Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Companyshall give immediate written notice to Lender and shall execute, Inc. Seller has a subleasehold interest in acknowledge, deliver and record any document requested by Lender to evidence the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing a consent from the Ground Lessor to the assignment lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to Buyer renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and an estoppel certificate from absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lessor (Lease) and for so long as any Mezzanine Loan is outstanding, the “applicable Mezzanine Borrower shall have received the prior written consent of the applicable Mezzanine Lender to the extent required under the applicable Mezzanine Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As part expires or otherwise terminates during the term of the consideration for this saleLoan, Buyer such event shall assume constitute a Ground Lease Default and agree to perform all obligations Borrower shall cause a release of the Seller under the applicable Ground Lease that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the Ground Lease for acts and omissions or other defaults occurring prior to Closing. Buyer shall cooperate with Seller in Seller’s efforts related property subject to the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required by the Ground Lessor and providing any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related to the Subleasethis Agreement.

Ground Lease. Seller (a) Borrower shall cause Property Owner to (i) pay all rents, additional rents and Buyer acknowledge that other sums required to be paid by Property Owner, as tenant under and pursuant to the XxXxxxxx Brothersprovisions of any Ground Lease, Inc.(ii) diligently perform and observe all of the material terms, an affiliate covenants and conditions of Seller each Ground Lease on the part of Property Owner, as tenant thereunder, to be performed and observed, and (“MBI”iii) has a leasehold interest promptly notify Lender of the giving of any written notice by the landlord under any Ground Lease to Property Owner of any event of default thereunder by Property Owner in the Land pursuant performance or observance of any of the terms, covenants or conditions of any Ground Lease on the part of Property Owner, as tenant thereunder, to that certain Lease dated August 1be performed or observed, 1962 (the “Ground Lease”) between Weisenbergh Co., Inc., successor to Xxxxxxx X. Weisenbergh, et. al (the “Ground Lessor”) and Xxxxxxx Investments, Inc., successor by merger with Xxxx Company, Inc., and Xxxxxx Company, Inc. Seller has a subleasehold interest in the Land pursuant to that certain ground lease dated September 1, 2005 between MBI and Seller (the “Sublease”), and a fee simple interest in the Improvements thereon. Seller shall obtain and deliver to Buyer at Closing Lender a true copy of each such notice within fifteen (15) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within fifteen (15) Business Days of Property Owner’s or Borrower’s receipt. Borrower shall not permit Property Owner to, without the prior consent from of Lender, surrender the leasehold estate created by any Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease (other than any modification with respect to (x) a reduction of Property Owner’s obligations thereunder including a reduction in the rent payable thereunder (which does not result in the termination or cancellation of the Ground Lessor Lease) and (y) otherwise of a ministerial nature). If Property Owner shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of Property Owner, as tenant thereunder, and shall fail to cure the same prior to the assignment expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, subject to the terms of the Ground Lease and subject to Buyer the rights of Mortgage Lender, Lender shall have the right, but shall be under no obligation, to pay any sums and an estoppel certificate from to perform any act or take any action as may be appropriate to cause all of the Ground Lessor (the “terms, covenants and conditions of any Ground Lease Estoppel”) in form and with information contained therein reasonably acceptable to Buyer. As on the part of the consideration for this sale, Buyer shall assume and agree to perform all obligations of the Seller under the Ground Lease that are first required Property Owner to be performed from or observed on behalf of Property Owner, to the end that the rights of Property Owner in, to and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall indemnify Buyer from and against, any liabilities and obligations under the such Ground Lease shall be kept unimpaired and free from default. If the landlord under any Ground Lease shall deliver to Lender a copy of any notice of an event of default under such Ground Lease, such notice shall constitute full protection to Lender for acts and omissions any action taken or other defaults occurring prior omitted to Closingbe taken by Lender, in good faith, in reliance thereon. Buyer Borrower shall cooperate cause Property Owner to exercise each individual option, if any, to extend or renew the term of each Ground Lease in accordance with Seller in Seller’s efforts related to the assignment terms of the Ground Lease including executing such applications, certificates and other documents reasonably required and/or upon prior written demand by the Ground Lessor and providing Lender made at any information reasonably required by the Ground Lessor pursuant to, required by and in connection with the assignment of the Ground Lease. Furthermore, Seller and MBI shall terminate the Sublease at Closing, with both Seller and MBI releasing any and all claims and holding Buyer harmless from and against any and all claims arising from or related time within one (1) year prior to the Subleaselast day upon which any such option may be exercised, and, subject to the rights of Mortgage Lender, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower (on behalf of Property Owner), which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.