Common use of Ground Lease Clause in Contracts

Ground Lease. (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the tenant thereunder to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee of the giving of any notice by the landlord under the Ground Lease of any default in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the tenant thereunder to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, which consent shall not 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, in any respect, either orally or in writing, and Mortgagor hereby assigns to Mortgagee, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan Instruments, all of the rights, privileges and prerogatives of the tenant under the Ground Lease to surrender any leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease to be performed or observed by the tenant thereunder, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee 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 the tenant thereunder to be performed or observed, to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, upon demand by Mortgagee made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option or right of first refusal in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace or cure period therein provided, and (iii) promptly notify Mortgagee Lender of the giving receipt by Borrower of any notice by the landlord under the Ground Lease Lessor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan Instrumentsall Secured Indebtedness, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the such leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease to be performed or observed by the tenant thereunder, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee 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 the tenant thereunder to be performed or observed, to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, upon demand by Mortgagee made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option or right of first refusal in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) Mortgagor Borrower shall or shall cause the T-Mobile Borrower to: (i) pay all rents, additional rents and other sums required to be paid by the T-Mobile Borrower as tenant under and pursuant to the provisions of the Ground Lease, the Indenture, the Direct Pay Agreement, and any other Bond Documents, as and when such rent or other sums are payable, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the tenant T-Mobile Borrower thereunder to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any notice by the landlord under pursuant to the Ground Lease Lease, the Indenture, the Direct Pay Agreement, or any other Bond Document of any default in by the performance T-Mobile Borrower or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the tenant thereunder to be performed or observed and deliver to Mortgagee a true copy of each such noticeother party with respect thereto. Mortgagor The T-Mobile Borrower shall not, without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor the T-Mobile Borrower hereby assigns to MortgageeLender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the T-Mobile Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor the T-Mobile Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of the T-Mobile Borrower, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this MortgageAgreement, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 the tenant thereunder to be performed or observed, to be promptly performed or observed on behalf of Mortgagorthereunder, to the end that the rights of Mortgagor the T-Mobile Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by the T-Mobile Borrower or any other Borrower or by any party on behalf of the T-Mobile Borrower or any other Borrower. If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor of Borrower not less than five (5) days prior to the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. The T-Mobile Borrower hereby agrees to pay to Lender within five (5) Business Day of request therefor, all such sums so paid and expended by Lender, together with interest thereon from the date of such payment at the Default Rate (as defined in the Note). All sums so paid and expended by Lender and the interest thereon shall be secured by this Mortgage. If the landlord under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time Unless T-Mobile Borrower shall exercise its option to time, use its reasonable efforts purchase the T-Mobile Property pursuant to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Lease, T-Mobile Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one six (16) year months of the last day upon which any such option may be exercised, and Mortgagor T-Mobile Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorT-Mobile Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. T-Mobile Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the T-Mobile Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.

Ground Lease. (a) Mortgagor ). Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease (for the avoidance of doubt, Borrower hereby covenants and agrees that it shall cause Mortgage Borrower to pay 100% of all rents, additional rents and other sums due and payable under the Ground Lease notwithstanding the existence or obligations of any co-tenant thereunder (if any)), (ii) diligently perform and observe observe, in all material respects, all of the terms, covenants and conditions of the Ground Lease on the part of the Mortgage Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Agent of the giving receipt of any written notice given by the landlord under the Ground Lease to Borrower or Mortgage Borrower with respect to the Ground Lease Put or the Ground Lease ROFR and any notice of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgage Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Agent a true copy of each such noticenotice 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 or Mortgage Borrower’s receipt. Mortgagor Borrower shall not, and shall not permit Mortgage Borrower to, without the prior consent of Mortgagee, which consent shall 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, in any respect, either orally or in writing. Subject to the rights of Mortgage Agent, and Mortgagor Borrower hereby assigns to MortgageeAgent, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of the Pledge Agreement, this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Mortgage Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any respect, and any such surrender of the leasehold estate or easement interests 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 MortgageeAgent (not to be unreasonably withheld, conditioned or delayed) shall be void and of no force and effect. Furthermore, Borrower shall not permit to Mortgage Borrower to elect not to restore the Property pursuant to the terms of the Ground Lease without Agent’s consent. If Mortgagor Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder (including, without limitation, any obligations under the Ground Lease or the Agreement Concerning Interests with respect to be performed or observed by the tenant Ground Lease Put and the Ground Lease ROFR), and 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 Pledge Agreement, this MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorMortgage Borrower, to the end that the rights of Mortgagor Mortgage Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment Notwithstanding the foregoing or perform any act anything herein or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of Ground Lease or the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject Agreement Concerning Interests to the rights of lesseescontrary, and other occupants Borrower shall cause Mortgage Borrower to 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 Mortgage Borrower to perform under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, Ground Lease Put on the right to enter upon Association’s behalf under the Mortgaged Property at any time and from time to time for the purpose of taking any such actionAgreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Mortgagee Agent a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Agent for any reasonable action taken or omitted to be taken by MortgageeAgent, in good faith, in reliance thereon. Mortgagor Borrower shall, from time to timeor shall cause Mortgage Borrower to, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Agent made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Agent its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorMortgage Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not subordinate or consent and shall not permit Mortgage Borrower to subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent (not to be unreasonably withheld, conditioned or delayed) of Agent shall have been first had and obtained.

Ground Lease. (a) Mortgagor Borrower shall (i) pay (or cause to be paid) all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any written notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Lender a true copy of each such noticenotice within five (5) Business Days of receipt, and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor . Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of the Security Instrument, this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any material respect, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to be performed or observed by cure the tenant same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Security Instrument, this MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within not more than one (1) year of prior to, and not less than one (1) month prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-in- fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not consent to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, nor will it subordinate or consent to the subordination of the Ground Lease to any such interest, unless, in each such case, the written consent of Lender shall have been first had and obtained. Notwithstanding anything contained in the Ground Lease to the contrary, Borrower shall not further sublet any portion of the Property (other than as permitted pursuant to Section 4.14 hereof) without prior written consent of Lender. Each such sublease hereafter made shall provide that (i) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (ii) in the event of any action for the foreclosure of the Security Instrument, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (iii) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the Property on such foreclosure, as the case may be. In the event that any portion of the Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Property.

Ground Lease. Borrower shall (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (iib) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed at least thirty (30) days prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iiic) promptly notify Mortgagee Lender of the giving of any notice by the landlord under the Ground Lease Lessor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any material respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment of the Debt Obligations and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement First Mortgage, and the other Loan InstrumentsAgreement, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modifymodify in any material respect, changechange in any material respect, supplementsupplement in any material respect, alter or amend in any material respect the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender shall be void and of no force and effect. Borrower shall not exercise any option to purchase the Lease Property granted to Borrower pursuant to the Ground Lease, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this Mortgage, the First Mortgage and the Loan Agreement, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunderhereunder or thereunder, Mortgagee Lender 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 the Borrower, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from defaultdefault (subject to Borrower's right to contest in accordance with the Loan Agreement). If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender deems reasonably necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Borrower hereby agrees to pay to Lender immediately and upon demand therefor, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the First Mortgage and this Mortgage. If the landlord under the Ground Lease Lessor shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord Ground Lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor and, if Borrower fails to exercise such option, Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the Ground Lessor's interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained, which consent shall be in Lender's sole and absolute discretion. Each Lease hereafter made and each renewal of any existing Lease shall provide that, (i) in the event of the termination of the Ground Lease, the Lease shall not terminate or be terminated by the tenant; (ii) in the event of any action for the foreclosure of the First Mortgage or this Mortgage, the Lease shall not terminate or be terminable by the tenant by reason of the foreclosure of the Ground Lease unless the tenant is specifically named and joined in any such action and unless a judgment is obtained therein against the tenant; and (iii) in the event that the Ground Lease is terminated as aforesaid, the tenant shall attorn to the Ground Lessor or to the purchaser at the sale of the Property on such foreclosure, as the case may be.

Ground Lease. (a) Mortgagor Borrower shall (i) pay (or cause to be paid) all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any written notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Lender a true copy of each such noticenotice within five (5) Business Days of receipt, and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor . Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of the Security Instrument, this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any material respect, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to be performed or observed by cure the tenant same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Security Instrument, this MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within not more than one (1) year of prior to, and not less than one (1) month prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not consent to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, nor will it subordinate or consent to the subordination of the Ground Lease to any such interest, unless, in each such case, the written consent of Lender shall have been first had and obtained. Notwithstanding anything contained in the Ground Lease to the contrary, Borrower shall not further sublet any portion of the Property (other than as permitted pursuant to Section 4.14 hereof) without prior written consent of Lender. Each such sublease hereafter made shall provide that (i) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (ii) in the event of any action for the foreclosure of the Security Instrument, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (iii) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the Property on such foreclosure, as the case may be. In the event that any portion of the Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Property.

Ground Lease. Borrower shall (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (iib) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed at least three (3) days prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iiic) promptly notify Mortgagee Lender of the giving of any written notice by the landlord lessor under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend amend, or waive any of the terms or provisions of, the Ground Lease, in any material respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt Obligations and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend amend, or waive any of the terms or provisions of, the Ground Lease, Lease in any material respect and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of, or waiver of any of the terms or provisions of, the Ground Lease in any material respect without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this Mortgagethe Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations Obligations hereunder, Mortgagee Lender 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 material terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseesTenants, subtenants and other occupants under the Other LeasesLeases or of parties to any Operating Agreement, Mortgagee Lender and any person Person designated as Lender’s agent by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time reasonable time, on reasonable notice (which may be given orally) and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the landlord lessor under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained, which approval shall not unreasonably be withheld.

Ground Lease. Borrower shall (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (iib) diligently perform and observe in all material respects all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iiic) promptly notify Mortgagee Lender of the giving of any notice by the landlord under the Ground Lease Lessor to Borrower of any material default by Borrower in the performance or observance of any of the material terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Subject to the terms of the Loan Agreement, Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, modify, change, supplement, alter or amend the Ground Lease, in any respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement Security Instrument and the other Loan InstrumentsAgreement, all of the rights, privileges and prerogatives of Borrower, which rights, privileges and prerogatives may be exercised by Lender upon and during the continuance of an Event of Default, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender (as provided in the Loan Agreement) shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by observed, and such default shall remain uncured after the tenant thereunderexpiration of any applicable cure or grace period, then, without limiting the generality of the other provisions of this MortgageSecurity Instrument and the Loan Agreement, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunderhereunder or thereunder, Mortgagee Lender shall have the right, but shall be under no obligation, upon three (3) business days written notice 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 the Borrower, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the terms of the Management Agreement and to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time after such default by Borrower, which remains uncured after the expiration of any applicable cure or grace period, for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender deems reasonably necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Borrower hereby agrees to pay to Lender upon ten (10) days demand therefor, all such sums so paid and expended by Lender, together with interest thereon from the day of such demand at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this Security Instrument. If the landlord under the Ground Lease Lessor shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord Ground Lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time Subject to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor shall exercise each individual optionand the terms of the Loan Agreement, if any, Borrower will not subordinate or consent to extend or renew the term subordination of the Ground LeaseLease to any mortgage, security deed, lease or option to purchase other interest on or right of first refusal with respect to purchase in the Ground Lessor’s interest in all or any part of the Leasehold PremisesProperty, as unless, in each such case, the case may be, upon demand by Mortgagee made at any time within one (1) year written consent of the last day upon which any such option may be exercised, Lender shall have been first had and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option or right of first refusal in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestobtained.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease (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 Ground Lease notwithstanding the existence or obligations of any co-tenant thereunder (if any)), (ii) diligently perform and observe observe, in all material respects, all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Agent of the giving 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 performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Agent a true copy of each such noticenotice 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. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall 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, in any respect, either orally or in writing, and Mortgagor . Borrower hereby assigns to MortgageeAgent, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of this the Mortgage, the Credit this Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any respect, and any such surrender of the leasehold estate or easement interests 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 MortgageeAgent (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 the terms of the Ground Lease without Agent’s consent. If Mortgagor Borrower shall default in the 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 be performed or observed by the tenant Ground Lease Put and the Ground Lease ROFR), and 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 MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment Notwithstanding the foregoing or perform any act anything herein or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of Ground Lease or the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject Agreement Concerning Interests to the rights of lesseescontrary, and other occupants 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 Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, Ground Lease Put on the right to enter upon Association’s behalf under the Mortgaged Property at any time and from time to time for the purpose of taking any such actionAgreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Mortgagee Agent a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Agent for any reasonable action taken or omitted to be taken by MortgageeAgent, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Agent made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Agent its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent (not to be unreasonably withheld, conditioned or delayed) of Agent shall have been first had and obtained. 77

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease prior to delinquency, (ii) diligently perform and observe all of the material terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iii) promptly notify Mortgagee Lender of the giving of any notice by the Ground Lessor, as landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, Lender (which consent shall not 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 any material provisions of the Ground Lease, in any material respect, either orally or in writing, and Mortgagor Borrower hereby collaterally assigns to MortgageeLender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan InstrumentsDeed, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, or materially modify, change, supplement, alter or amend any material provisions of the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, or material modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by observed, which continues uncured after the tenant thereunderexpiration of all applicable notice and cure periods, then, without limiting the generality of the other provisions of this MortgageDeed, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 material terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed, to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from defaultforfeiture. If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, during the continuance of any Event of Default, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such actionaction and to pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Lender promptly following demand (which demand shall, except in the event that an Event of Default then exists hereunder, include documentation describing Lender’s expenditures in reasonable detail), all such sums so paid and expended by Lender, together with interest thereon from the day of such demand at the Default Rate (as defined in the Note). All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of this Deed. If the Ground Lessor, as landlord under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord the Ground Lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereonthereon after consultation with Borrower. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any Deed, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained. So long as any portion of the Debt shall remain unpaid, unless Lender shall otherwise consent, the fee title to the Land and the leasehold estate therein created pursuant to the provisions of the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in Borrower, Lender, or in any other person by purchase, operation of law or otherwise. Lender reserves the right, at any time, to release portions of the Property, including, but not limited to, the leasehold estate created by the Ground Lease, with or without consideration, at Lender’s election, without waiving or affecting any of its rights hereunder or under the Note or the other Loan Documents and any such release shall not affect Lender’s rights in connection with the portion of the Property not so released.

Ground Lease. (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the Mortgagor, as tenant under and pursuant to the provisions of the each Ground LeaseLease as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Mortgagor, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iii) promptly notify Mortgagee of the giving receipt by Mortgagor of any notice by the landlord under the Ground Lease Lessor to Mortgagor of any default by Mortgagor in the performance or observance of any of the terms, covenants or conditions of the any Ground Lease on the part of the Mortgagor, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed, surrender the leasehold estate created by the any Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the any Ground Lease, in any respect, either orally or in writing, writing and Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan Instrumentsall Secured Indebtedness, all of the rights, privileges and prerogatives of the Mortgagor, as tenant under the Ground Lease Leases, to surrender any the leasehold estate or easement interests created by the any Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the any Ground Lease, and any such surrender of the such leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the any Ground Lease without the prior consent of Mortgagee, Mortgagee shall be void and of no force and effect. If Mortgagor shall default default, beyond any applicable grace period, in the performance or observance of any term, covenant or condition of the any Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee shall have the rightright upon notice to Mortgagor, 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 such Ground Lease on the part of the Mortgagor, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Mortgagor or by any party on behalf of Mortgagor. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. Mortgagee may pay and expend such sums of money as Mortgagee deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Mortgagor hereby agrees to pay to Mortgagee immediately and without demand, all such sums so paid and expended by Mortgagee, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Mortgagee and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the landlord under the Ground Lease Lessor shall deliver to Mortgagee a copy of any notice of default sent by said landlord Ground Lessor to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon. Mortgagor shallwill not subordinate or consent to the subordination of any Ground Lease to any mortgage, from time to timesecurity deed, use its reasonable efforts to obtain from the landlord under lease or other interest on or in the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms Lessor’s interest in all or any part of the Ground Property, unless, in each such case, the written consent of Mortgagee shall have been first had and obtained. Each Lease as may be reasonably requested by Mortgagee. Mortgagor hereafter made and each renewal of any existing Lease shall exercise each individual optionprovide that, if any, to extend or renew (a) in the term event of the termination of the applicable Ground Lease, the Lease shall not terminate or option to purchase or right be terminated by the tenant; and (b) in the event of first refusal with respect to purchase any action for the foreclosure of the Leasehold PremisesMortgage, as the case may be, upon demand Lease shall not terminate or be terminable by Mortgagee made at any time within one (1) year the subtenant by reason of the last day upon which termination of the applicable Ground Lease unless the tenant is specifically named and joined in any such option may be exercised, action and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option or right of first refusal in unless a judgment is obtained therein against the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interesttenant.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the any Ground Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of the each Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any written notice by the landlord under the any Ground Lease to Borrower of any event of default thereunder by Borrower in the performance or observance of any of the terms, covenants or conditions of the any Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Lender a true copy of each such noticenotice 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 Borrower’s receipt. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, surrender the leasehold estate created by the any Ground Lease or terminate or cancel the any Ground Lease or modify, change, supplement, alter or amend any Ground Lease (other than any modification with respect to (x) a reduction of Borrower’s obligations thereunder including a reduction in the rent payable thereunder (which does not result in the termination or cancellation of the Ground Lease, in any respect, either orally or in writing, ) and Mortgagor (y) otherwise of a ministerial nature). Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of this the Mortgage, the Credit this Agreement and the other Loan InstrumentsDocuments, except as set forth in the immediately preceding sentence, all of the rights, privileges and prerogatives of the Borrower, as tenant under the each Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the such Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend such Ground Lease in any material respect, and, except as permitted pursuant to the Ground Leaseimmediately preceding sentence, and any such surrender of the leasehold estate or easement interests created by the such Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the such Ground Lease in any material respect without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any material term, covenant or condition of the any Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to be performed or observed by cure the tenant 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 MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee subject to the terms of the Ground Lease, Lender 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 any Ground Lease on the part of the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the such Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the any Ground Lease shall deliver to Mortgagee Lender a copy of any notice of an event of default sent by said landlord to Mortgagor, as tenant under such Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of each Ground Lease in accordance with the terms of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease and/or upon prior written demand by Mortgagee Lender made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of any Property, unless, in each such case, the written consent of Lender shall have been first had and obtained. Borrower or any of its Affiliates shall be permitted to acquire the fee interest in any Property subject to a Ground Lease (a “Fee Acquisition”) so long as Borrower (or its Affiliate, as applicable) (i) does not merge the fee interest with the leasehold estate and (ii) if the Fee Acquisition is consummated by Borrower, Borrower delivers to Lender a mortgage or spreader in connection with the Fee Acquisition securing the obligations of Borrower hereunder.

Ground Lease. Borrower shall (a) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (iib) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed at least thirty (30) days prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iiic) promptly notify Mortgagee Lender of the giving of any notice by the landlord under the Ground Lease Lessor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any material respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement Second Mortgage and the other Loan InstrumentsAgreement, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modifymodify in any material respect, changechange in any material respect, supplementsupplement in any material respect, alter or amend in any material respect the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender shall be void and of no force and effect. Borrower shall not exercise any option to purchase the Lease Property granted to Borrower pursuant to the Ground Lease, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this Mortgage, the Second Mortgage and the Loan Agreement, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunderhereunder or thereunder, Mortgagee Lender 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 the Borrower, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from defaultdefault (subject to Borrower's right to contest in accordance with the Loan Agreement). If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender deems reasonably necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Borrower hereby agrees to pay to Lender immediately upon demand therefor, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage and Second Mortgage. If the landlord under the Ground Lease Lessor shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord Ground Lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor and, if Borrower fails to exercise such option, Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the Ground Lessor's interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained, which consent shall be in Lender's sole and absolute discretion. Each Lease hereafter made and each renewal of any existing Lease shall provide that, (i) in the event of the termination of the Ground Lease, the Lease shall not terminate or be terminated by the tenant; (ii) in the event of any action for the foreclosure of the Mortgage or Second Mortgage, the Lease shall not terminate or be terminable by the tenant by reason of the foreclosure of the Ground Lease unless the tenant is specifically named and joined in any such action and unless a judgment is obtained therein against the tenant; and (iii) in the event that the Ground Lease is terminated as aforesaid, the tenant shall attorn to the Ground Lessor or to the purchaser at the sale of the Property on such foreclosure, as the case may be.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Administrative Agent of the giving of any written notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Administrative Agent a true copy of each such noticenotice within three (3) Business Days of receipt and (iv) promptly notify Administrative Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Administrative Agent a true copy of such notice within three (3) Business Days of Borrower’s receipt. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedthe Requisite Lenders, 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, in any respect, either orally or in writing, and Mortgagor . Borrower hereby assigns to MortgageeAdministrative Agent for the ratable benefit of the Lenders, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of the Security Instrument, this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any material respect, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Mortgagee, Lenders shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to be performed or observed by cure the tenant same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Security Instrument, this MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Administrative Agent or Lenders 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee Administrative Agent a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Administrative Agent for any action taken or omitted to be taken by MortgageeAdministrative Agent, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Administrative Agent made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Administrative Agent its attorney-in-attorney in fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Requisite Lenders shall have been first had and obtained.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, observed prior to the end that all things shall be done which are necessary to keep unimpaired the rights expiration of the tenant under the Ground Leaseany applicable grace period therein provided, and (iii) promptly notify Mortgagee Lender of the giving of any notice by the landlord under the Ground Lease Lessor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed and deliver to Mortgagee Lender a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeLender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan InstrumentsAgreement, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed by the tenant thereunderobserved, then, without limiting the generality of the other provisions of this MortgageLoan Agreement, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 the Borrower, as tenant thereunder thereunder, to be performed or observed, observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Mortgagee Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee Lender will notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of lesseestenants, subtenants and other occupants under the Other Leases, Mortgagee Lender and any person designated by Mortgagee Lender shall have, and are hereby granted, the right to enter upon the Mortgaged Property Project at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Borrower hereby agrees to pay to Lender immediately and without demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the landlord under the Ground Lease Lessor shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord Ground Lessor to MortgagorBorrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time Borrower will not subordinate or consent to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms subordination of the Ground Lease as may be reasonably requested by Mortgageeto any mortgage, security deed, lease or other interest on or in the Ground Lessor’s interest in all or any part of the Project, unless, in each such case, the written consent of Lender shall have been first had and obtained. Mortgagor Each Lease hereafter made and each renewal of any existing Lease shall exercise each individual optionprovide that, if any, to extend or renew (a) in the term event of the termination of the Ground Lease, the Lease shall not terminate or option to purchase or right be terminated by the tenant; (b) in the event of first refusal with respect to purchase any action for the foreclosure of the Leasehold PremisesMortgage, the Lease shall not terminate or be terminable by the subtenant by reason of the termination of the Ground Lease unless the tenant is specifically named and joined in any such action and unless a judgment is obtained therein against the tenant; and (c) in the event that the Ground Lease is terminated as aforesaid, the tenant shall attorn to the Ground Lessor or to the purchaser at the sale of the Project on such foreclosure, as the case may be, upon demand by Mortgagee made at any time within one (1) year of the last day upon which any such option may be exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option or right of first refusal in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) Mortgagor Borrower shall cause Property Owner to (i) pay all rents, additional rents and other sums required to be paid by the Property Owner, as tenant under and pursuant to the provisions of the any Ground Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of the each Ground Lease on the part of the Property Owner, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any written notice by the landlord under the any Ground Lease to Property Owner of any event of default thereunder by Property Owner in the performance or observance of any of the terms, covenants or conditions of the any Ground Lease on the part of the Property Owner, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Lender a true copy of each such noticenotice 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. Mortgagor Borrower shall notnot permit Property Owner to, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, surrender the leasehold estate created by the any Ground Lease or terminate or cancel the 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 Lease, in any respect, either orally or in writing, ) and Mortgagor hereby assigns to Mortgagee, as further security for the payment (y) otherwise of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, the Credit Agreement and the other Loan Instruments, all of the rights, privileges and prerogatives of the tenant under the Ground Lease to surrender any leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Mortgagee, shall be void and of no force and effecta ministerial nature). If Mortgagor Property Owner shall default in the performance or observance of any material term, covenant or condition of the any Ground Lease on the part of Property Owner, as tenant thereunder, and shall fail to be performed or observed by cure the tenant 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 MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee subject to the terms of the Ground Lease and subject to the rights of Mortgage Lender, Lender 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 any Ground Lease on the part of the tenant thereunder Property Owner to be performed or observed, to be promptly performed or observed on behalf of MortgagorProperty Owner, to the end that the rights of Mortgagor Property Owner in, to and under the such Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the any Ground Lease shall deliver to Mortgagee Lender a copy of any notice of an event of default sent by said landlord to Mortgagor, as tenant under such Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time Borrower shall cause Property Owner to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor shall exercise each individual option, if any, to extend or renew the term of each Ground Lease in accordance with the terms of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease and/or upon prior written demand by Mortgagee Lender made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor and, subject to the rights of Mortgage Lender, Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower (on behalf of Property Owner), which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) Mortgagor Borrower shall (i) pay all rents, additional rents and other sums required to be paid by the Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed and observed, unless such performance or observance shall be waived or not required by the landlord under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of the tenant under the Ground Lease, and (iii) promptly notify Mortgagee Lender of the giving of any written notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Borrower, as tenant thereunder thereunder, to be performed or observed observed, and deliver to Mortgagee Lender a true copy of each such noticenotice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Mortgagor Borrower shall not, without the prior consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayedLender, 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, in any respect, either orally or in writing, and Mortgagor . Borrower hereby assigns to MortgageeLender, as further security for the payment and performance of the Debt obligations and for the performance and observance of the terms, covenants and conditions of the Security Instrument, this Mortgage, the Credit Agreement and the other Loan InstrumentsDocuments, all of the rights, privileges and prerogatives of the Borrower, as tenant under the Ground Lease Lease, to surrender any the leasehold estate or easement interests created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground LeaseLease in any material respect, and any such surrender of the leasehold estate or easement interests created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Mortgagee, Lender shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to be performed or observed by cure the tenant same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Security Instrument, this MortgageAgreement and the other Loan Documents, and without waiving or releasing Mortgagor Borrower from any of its obligations hereunder, Mortgagee Lender 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 the tenant thereunder Borrower to be performed or observed, to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or taking of any such action. In any such event, subject to the rights of lessees, and other occupants under the Other Leases, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord under the Ground Lease shall deliver to Mortgagee Lender a copy of any notice of default sent by said landlord to Mortgagor, as tenant under such the Ground Lease, such notice shall constitute full protection to Mortgagee Lender for any action taken or omitted to be taken by MortgageeLender, in good faith, in reliance thereon. Mortgagor shall, from time to time, use its reasonable efforts to obtain from the landlord under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be reasonably requested by Mortgagee. Mortgagor Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease, or option to purchase or right of first refusal with respect to purchase of the Leasehold Premises, as the case may be, Lease upon demand by Mortgagee Lender made at any time within one (1) year of prior to the last day upon which any such option may be exercised, and Mortgagor Borrower hereby expressly authorizes and appoints Mortgagee Lender its attorney-in-fact to exercise, either jointly or individually, exercise any such option or right of first refusal in the name of and upon behalf of MortgagorBorrower, 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 any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.