Common use of Ground Lease Clause in Contracts

Ground Lease. 8.1 Mortgagor shall perform all of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor shall enforce the obligations of the lessor under the Ground Lease (the “Ground Lessor”) to the end that Mortgagor may enjoy all of the rights granted to it under the Ground Lease, and shall promptly notify Mortgagee of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any of the terms, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease by the Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of Ground Lessor or any of its successors and assigns, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.

Ground Lease. 8.1 Mortgagor (b) If any event shall perform all occur which, pursuant to the terms of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor , with or without the passage of time, shall enforce enable the obligations of the lessor lessee under the Ground Lease to terminate the same, Subtenant shall notify Sublandlord thereof within five (5) days after Subtenant shall have become aware of the “occurrence thereof. Notwithstanding any such right of termination, Subtenant shall take no action so to terminate the Ground Lessor”Lease and shall take such action, if any, as shall be necessary to maintain the estate of Sublandlord, Landlord and Master Lessor in the Premises. (c) If any event shall occur which, pursuant to the end that Mortgagor may enjoy all terms of the rights granted to it under the Ground Lease, and with or without the passage of time, shall promptly notify Mortgagee of any default beyond any applicable grace, notice enable the lessor thereunder to terminate the same or cure period by to impair or restrict the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any rights of the termslessee thereunder, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor Subtenant shall promptly advise Mortgagee notify Sublandlord within five (5) days after Subtenant shall have become aware of the occurrence of any event of default beyond any applicable gracethereof and shall take such action, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgageeif any, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, necessary to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Mortgagor, to the end that maintain the rights of Mortgagor inSublandlord, Landlord or Master Lessor in the Premises and to and enable the full enjoyment of such rights as they existed prior to such impairment or restriction. It is recognized that Sublandlord, Landlord or Master Lessor can cause a default under the Ground Lease shall be kept unimpaired and free from defaultnotwithstanding Subtenant's compliance with the terms of this paragraph 7. If Mortgagee shall make any payment Sublandlord, Landlord or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give Master Lessor causes such notice prior to making such payment or performing or taking such action shall not affect a default at a time when Subtenant has otherwise fully performed its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee obligations under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease by the Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right its obligation pursuant to file and prosecutethis paragraph 7), any proofs such default shall not constitute a breach hereof, an event of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect default hereunder or an Event of Ground Lessor or any of its successors and assigns, Default under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Over-Lease.

Ground Lease. 8.1 Mortgagor (a) Lessee will duly and punctually observe and perform, at its expense, all covenants, terms and conditions imposed by the Ground Lease upon the lessee thereunder (excluding the payment of Basic Rent), to the end that, during the term of this Lease, Lessor shall perform all have no responsibility for compliance with the provisions of the covenants contained in Section 8.27 Ground Lease and shall be exonerated from all liability thereunder. (b) If any event shall occur which, pursuant to the terms of the Project Loan Agreement with respect to the Ground Lease. Mortgagor , with or without the passage of time, shall enforce enable the obligations of the lessor lessee under the Ground Lease to terminate the same, Lessee shall notify Lessor thereof within 5 days after Lessee shall have become aware of the occurrence thereof. Notwithstanding any such right of termination, Lessee shall take no action so to terminate the Ground Lease and shall take such action, if any, as shall be necessary to maintain the estate of Lessor in the Premises, except as provided in Paragraphs 13 and 14 of the Ground Lease. (the “Ground Lessor”c) If any event shall occur which, pursuant to the end that Mortgagor may enjoy all terms of the rights granted to it under the Ground Lease, with or without the passage of time, shall enable the lessor thereunder (the Ground Lease) to terminate the same or to impair or restrict the rights of the lessee thereunder, Lessee shall notify Lessor within 5 days after Lessee shall have become aware of the occurrence thereof and shall promptly notify Mortgagee take such action, if any, as shall be necessary to maintain the rights of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance Premises and to enable the full enjoyment of such rights as they existed prior to such impairment or observance of any of the termsrestriction, covenants except as provided in Paragraphs 13 and conditions on the part 14 of the Ground Lease. (d) If (i) the Ground Lease shall terminate for any reason other than as specifically provided for in Paragraphs 13 and 14 thereof, or (ii) the Ground Lease shall have been rejected or disaffirmed by the lessee thereunder or any trustee or receiver thereof pursuant to bankruptcy or insolvency law or other law affecting creditors' rights and if the Mortgagee (or its designee) shall not have entered into a new lease or acquired the interest of the lessee thereunder pursuant to Paragraph 24 thereof, then Lessee shall attorn to the Ground Lessor. Upon Ground Lessor's acceptance thereof, Ground Lessor and Lessee shall continue this Lease in full force and effect as a direct lease from Ground Lessor to be performed or observed under Lessee on the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants same terms and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, including without limitation, the obligation to surrender pay Basic Rent, additional rent and all other sums [including without limitation, sums payable pursuant to paragraph 19(a) payable under this Lease for the leasehold estate created by period after the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease], and all of the terms and conditions of this Lease by the shall be binding upon Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant Lessee to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of same extent as if Ground Lessor or any of its successors and assignsLessee had been the original lessor and lessee, respectively, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.

Ground Lease. 8.1 Mortgagor (a) Lessee will duly and punctually observe and ------------ perform, at its expense, all covenants, terms and conditions imposed by the Ground Lease upon the lessee thereunder (excluding the payment of Basic Rent), to the end that, during the term of this Lease, Lessor shall perform all have no responsibility for compliance with the provisions of the covenants contained in Section 8.27 Ground Lease and shall be exonerated from all liability thereunder. (b) If any event shall occur which, pursuant to the terms of the Project Loan Agreement with respect to the Ground Lease. Mortgagor , with or without the passage of time, shall enforce enable the obligations of the lessor lessee under the Ground Lease to terminate the same, Lessee shall notify Lessor thereof within 5 days after Lessee shall have become aware of the occurrence thereof. Notwithstanding any such right of termination, Lessee shall take no action so to terminate the Ground Lease and shall take such action, if any, as shall be necessary to maintain the estate of Lessor in the Premises, except as provided in Paragraphs 13 and 14 of the Ground Lease. (the “Ground Lessor”c) If any event shall occur which, pursuant to the end that Mortgagor may enjoy all terms of the rights granted to it under the Ground Lease, with or without the passage of time, shall enable the lessor thereunder (the Ground Lease) to terminate the same or to impair or restrict the rights of the lessee thereunder, Lessee shall notify Lessor within 5 days after Lessee shall have become aware of the occurrence thereof and shall promptly notify Mortgagee take such action, if any, as shall be necessary to maintain the rights of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance Premises and to enable the full enjoyment of such rights as they existed prior to such impairment or observance of any of the termsrestriction, covenants except as provided in Paragraphs 13 and conditions on the part 14 of the Ground Lease. (d) If (i) the Ground Lease shall terminate for any reason other than as specifically provided for in Paragraphs 13 and 14 thereof, or (ii) the Ground Lease shall have been rejected or disaffirmed by the lessee thereunder or any trustee or receiver thereof pursuant to bankruptcy or insolvency law or other law affecting creditors' rights and if the Mortgagee (or its designee) shall not have entered into a new lease or acquired the interest of the lessee thereunder pursuant to Paragraph 24 thereof, then Lessee shall attorn to the Ground Lessor. Upon Ground Lessor's acceptance thereof, Ground Lessor and Lessee shall continue this Lease in full force and effect as a direct lease from Ground Lessor to be performed or observed under Lessee on the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants same terms and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, including without limitation, the obligation to surrender pay Basic Rent, additional rent and all other sums [including without limitation, sums payable pursuant to paragraph 19(a) payable under this Lease for the leasehold estate created by period after the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease], and all of the terms and conditions of this Lease by the shall be binding upon Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant Lessee to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of same extent as if Ground Lessor or any of its successors and assignsLessee had been the original lessor and lessee, respectively, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.

Ground Lease. 8.1 Mortgagor shall perform all of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor shall enforce the obligations of the lessor under the Ground Lease (the “Ground Lessor”) to the end that Mortgagor may enjoy all of the rights granted to it under the Ground Lease, and shall promptly notify Mortgagee of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any of the terms, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Project Loan Agreements Agreement or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease by the Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of Ground Lessor or any of its successors and assigns, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.

Ground Lease. 8.1 Mortgagor shall perform all of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor shall enforce the obligations of the lessor under the Ground Lease (the “Ground Lessor”) to the end that Mortgagor may enjoy all of the rights granted to it under the Ground Lease, and shall promptly notify Mortgagee of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any of the terms, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, then, without limiting ny-1258362 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Project Loan Agreements Agreement or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease by the Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt ny-1258362 to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of Ground Lessor or any of its successors and assigns, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.

Ground Lease. 8.1 Mortgagor shall (a) So long as Lessee is not prevented or prohibited from doing so by any applicable Legal Requirement and except as provided below in this Section, Lessee will timely perform all of obligations and pay all charges required to be paid by Lessor under the covenants contained Ground Lease in Section 8.27 of the Project Loan Agreement with respect same manner and to the same extent as if Lessee were the “Partnership” as defined in the Ground Lease. Mortgagor Notwithstanding the foregoing provision to the contrary, Lessor (i) shall enforce provide notices to extend the obligations term of the lessor under the Ground Lease pursuant to Section 2 thereof as required pursuant to Article XXXIV of this Lease and (ii) shall have the sole right and authority to exercise the option to purchase the Land (the “Ground LessorLease Option”) to the end that Mortgagor may enjoy all set forth in Section 9 on page 13 of the rights granted to it under the Ground Lease; provided that, and shall promptly notify Mortgagee of any default beyond any applicable grace, notice or cure period by upon the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any of the terms, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment exercise of the Ground Lease not permitted Option, Lessor may cause the Land to be acquired by an Affiliate of Lessor. (b) In the event Lessor acquires the Land in Lessor’s name pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition exercise of the Ground Lease on Option, Lessor and Lessee agree that the part Minimum Rent due hereunder shall be as follows: 1) the then current Minimum Rent shall be increased by an annual amount equal to the lesser of Mortgagor, as tenant thereunder, to be performed (i) $275,000 or observed, then, without limiting the generality (ii) 7.5% of the other provisions total 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 disbursed by Lessor in connection with the purchase of the terms, covenants and conditions Land pursuant to the exercise of the Ground Lease on Option; and 2) the part increased Minimum Rent shall be subject to annual increases pursuant to Section 2.1(b). The agreement of MortgagorLessor and Lessee to modify the Minimum Rent due by Lessee hereunder will expire and be of no further force and effect (A) unless Lessor shall exercise the Ground Lease Option and purchase the Land within five years following the Effective Date or (B) upon the earlier termination of this Lease. Lessor and L▇▇▇▇▇ agree to execute a letter or amendment confirming the amount of Minimum Rent, as tenant thereunderincreased pursuant to this paragraph, following L▇▇▇▇▇’s purchase of the Land. (c) In the event Lessor acquires the Land through one of its Affiliates pursuant to the exercise of the Ground Lease Option, Lessor and Lessee agree that Lessor shall cause the Ground Lease to be performed or observed or modified to be promptly performed or observed on behalf of Mortgagor, to provide as follows: 1) the end that the rights of Mortgagor in, to and rent due under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment modified (the “Revised Ground Rent”) to be an amount equal to the lesser of (i) $275,000 or perform any act or take action in accordance with (ii) 7.5% of the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy total of any notice of default sent sums disbursed by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights Affiliate in connection with the portion purchase of the Property not so released. 8.4 In Land pursuant to the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection exercise of the Ground Lease without Option; 2) on each Adjustment Date throughout the consent of Mortgagee Term, the Revised Ground Rent shall be null and void. Mortgagor hereby expressly releasesincreased effective at such Adjustment Date, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce by the percentage increase in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security Consumer Price Index for the Loan, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers trailing twelve months; provided that such increase shall not be greater than four percent nor less than two percent; and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance 3) no further modifications of the Ground Lease by which would increase the monetary obligations of Lessee other than the Revised Ground Lessor or its successors Rent and assignsthe annual increases thereto shall be permitted without the prior written consent of Lessee, or by ant trustee which consent may be withheld in L▇▇▇▇▇’s sole discretion. The agreement of any such party, pursuant L▇▇▇▇▇ and L▇▇▇▇▇ to modify the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, rent due under the Ground Lease by Lessee hereunder will expire and be of no further force and effect (includingA) unless L▇▇▇▇▇’s Affiliate shall exercise the Ground Lease Option and purchase the Land within five years following the Effective Date or (B) upon the earlier termination of this Lease. L▇▇▇▇▇ and L▇▇▇▇▇ agree to execute a letter or amendment confirming the amount of the Revised Ground Rent following the purchase of the Land by L▇▇▇▇▇’s Affiliate. (d) Following the Commencement Date of this Lease, without limitationLessee caused or permitted its Affiliate, HealthSouth Rehabilitation Hospital of Altoona, LLC (the “Hospital Company”), to enter into and record and cause to be recorded the following documents affecting the Lessee’s interest in the Leased Property (collectively, the right to file “Land Development Documents”): (i) that certain HealthSouth Land Development Plan Developer’s Agreement, between The Township of L▇▇▇▇ and prosecuteHealthSouth Rehabilitation Hospital of Altoona, any proofs LLC, dated May 13, 2010, as recorded July 1, 2010, in Instrument No. 201010193 with the Register of claimW▇▇▇▇ and Recorder of Deeds, complaintsB▇▇▇▇ County, motionsPennsylvania; (ii) that certain HealthSouth Revised Land Development Plan Developer’s Agreement, objectionsbetween The Township of L▇▇▇▇ and HealthSouth Rehabilitation Hospital of Altoona, applicationsLLC, notices dated August 27, 2010, as recorded September 8, 2010, in Instrument No. 201014459 with the Register of W▇▇▇▇ and other documentsRecorder of Deeds, B▇▇▇▇ County, Pennsylvania; and (iii) in any case in respect that certain HealthSouth Rehabilitation Hospital Land Development Final Plan recorded at Plan Books 57 page 31 and 58 page 17 with the Register of Ground Lessor or any W▇▇▇▇ and Recorder of its successors and assignsDeeds, under the Bankruptcy CodeB▇▇▇▇ County, Pennsylvania. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee Lessee hereby agrees to deliver to Ground Lessor (simultaneously with protect, indemnify, save harmless and defend Lessor, Lessor’s Affiliates and the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” landlord under the Ground LeaseLease from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’ fees and expenses), imposed upon, incurred by or asserted against Lessor, Lessor’s Affiliates or the landlord under the Ground Lease by reason of or in connection with any of the Land Development Documents or any obligations of the Hospital Company or the owner of the Land and Improvements thereunder. 4.6 Article XXXIV is hereby deleted in its entirety, and the following Article XXXIV is substituted therefor:

Ground Lease. 8.1 Mortgagor shall perform all of the covenants contained in Section 8.27 of the Project Loan Agreement with respect to the Ground Lease. Mortgagor shall enforce the obligations of the lessor under the Ground Lease (the “Ground Lessor”) to the end that Mortgagor may enjoy all of the rights granted to it under the Ground Lease, and shall promptly notify Mortgagee of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance or observance of any of the terms, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease not permitted pursuant to the foregoing terms of this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, as lessee under the Ground Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaid, the leasehold estate created in the Real Property pursuant to the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary else contained in this Mortgage with respect Lease, Tenant acknowledges that Landlord's interest in the land upon which the Shopping Center is to be or has been constructed is that of a ground lessee under a ground lease between Landlord and the owner of such land (the "Ground Lease"). Tenant agrees that (i) this Lease is and shall be subordinate to the Ground Lease, as security for the Loansame may from time to time be modified, but subject extended, restated or replaced, (ii) upon any termination of the Ground Lease, Tenant shall attorn to the Loan Documentsground lessor and recognize said ground lessor as its lessor under this Lease, and (iii) said ground lessor shall be named as an additional insured under Tenant's liability insurance described in Section 9.2 above (provided Tenant has been furnished with the Mortgagor unconditionally assigns, transfers name of such ground lessor). Landlord represents and sets over unto Mortgagee all of its claims warrants that the Ground Lease contains (and rights any restatement or replacement thereof will contain) provisions pursuant to which the payment of damages that may hereafter arise as a result ground lessor irrevocably agrees to recognize this Lease and Tenant's interest hereunder in the event of any rejection or disaffirmance termination of the Ground Lease (unless such termination is caused by a casualty or condemnation that also results in a termination of this Lease), so long as Tenant is not then in default under this Lease beyond any applicable cure period; provided that, upon such recognition, the Ground Lessor or its successors and assigns, or by ant trustee ground lessor shall not (i) have any obligation to Tenant with respect to any portion of any such party, pursuant to the Bankruptcy Code. Mortgagee shall have and is hereby granted term of this Lease extending beyond the right to approve prior to the filing or commencement thereof by Borrower scheduled expiration date of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (includingwhich shall be no earlier than February 28, without limitation, 2049); (ii) be liable for the right acts or defaults of any prior landlord (including Landlord); (iii) have any liability to file and prosecute, complete any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of Ground Lessor or any of its successors and assigns, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment initial construction of the foregoing claims, rights and remedies, and shall continue Leased Premises or to fund any allowance granted by any prior landlord (including Landlord) with respect thereto; (iv) be bound by any payments of rent made by Tenant more than thirty (30) days in effect until advance; or (v) be liable for the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies return of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under security deposit not actually received by the Ground Leaseground lessor.

Ground Lease. 8.1 Mortgagor (a) Lessee will duly and punctually observe and perform, at its expense, all covenants, terms and conditions imposed by the Ground Lease upon the lessee thereunder (excluding the payment of Basic Rent), and to the end that, during the term of this Lease, Lessor shall perform all have no responsibility for compliance with the provisions of the covenants contained in Section 8.27 Ground Lease and shall be exonerated from all liability thereunder. (b) If any event shall occur which, pursuant to the terms of the Project Loan Agreement with respect to the Ground Lease, with or without the passage of time, would enable the lessee under the Ground Lease to terminate the same, Lessee shall notify Lessor thereof within 5 days after Lessee shall have become aware of the occurrence thereof. Mortgagor Notwithstanding any such right of termination, Lessor shall enforce take no action so to terminate the obligations Ground Lease and shall take such action as shall be necessary to maintain the estate of Lessor in the Premises. (c) If any event shall occur which, pursuant to the terms of the Ground Lease, with or without the passage of time, would enable the lessor under the Ground Lease (the “"Ground Lessor”") to terminate the end that Mortgagor may enjoy all same or to impair or restrict the rights of the rights granted to it lessee thereunder, Lessee shall notify Lessor within 5 days after Lessee shall have become aware of the occurrence thereof and shall take such action, other than the payment of Basic Rent due under the Ground Lease, and as shall promptly notify Mortgagee be necessary to maintain the rights of any default beyond any applicable grace, notice or cure period by the Ground Lessor that Mortgagor becomes aware of, in the performance Premises and to enable the full enjoyment of such rights as they existed prior to such impairment or observance of any of the termsrestriction. Lessor shall be entitled, covenants and conditions on the part of the Ground Lessor to be performed or observed under the Ground Lease, and Mortgagor shall promptly advise Mortgagee of the occurrence of any event of default beyond any applicable grace, notice or cure period under the Ground Lease. Mortgagor hereby assigns to Mortgagee, as further security for the payment and performance of the Secured Obligations and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Leasebut not obligated, to surrender the leasehold estate created by participate in such action. (d) If (A)(i) the Ground Lease shall terminate for any reason or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by (ii) the Ground Lease shall have been rejected or terminationdisaffirmed by the lessee thereunder or any trustee or receiver thereof pursuant to bankruptcy or insolvency law or other law affecting creditors' rights, cancellation, modification, change, supplement, alteration or amendment and (B) paragraphs 21 and 24(d) of the Ground Lease do not permitted pursuant apply, then Lessee shall attorn to the foregoing terms of Ground Lessor. Upon Ground Lessor's acceptance thereof, Ground Lessor and Lessee shall continue this Section 8.1, Section 8.27 of the Loan Agreement or not otherwise approved by Mortgagee shall be void and of no Lease in full force and effect. 8.2 If Mortgagor shall default beyond any applicable notice and/or grace period in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, effect as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor a direct lease 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 Mortgagor, as tenant thereunder, to be performed or 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. If Mortgagee shall make any payment or perform any act or take action in accordance with the preceding sentence, Mortgagee will give Mortgagor prompt written notice thereof; provided that Mortgagee's failure to give such notice prior to making such payment or performing or taking such action shall not affect its rights hereunder. In any such event, 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 Ground Lessor shall deliver to Mortgagee a copy of any notice of default sent by Ground Lessor to Mortgagor, Lessee on the same terms and conditions as lessee under the Ground this Lease, Mortgagee may take or omit to take any action in good faith, in reliance thereon. 8.3 So long as any portion of the Secured Obligations shall remain unpaidincluding without limitation, the leasehold estate created in the Real Property pursuant obligation to the Ground pay Basic Rent, Additional Rent and all other sums payable under this Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of such estates in any Person by ny-1260332 purchase, operation of law or otherwise. Mortgagee reserves the right, at any time, to release portions of the Property from the lien of this Mortgage with or without consideration, at Mortgagee's election, without waiving or affecting any of its rights hereunder or under the Note, the Loan Agreements or the other Loan Documents and any such release shall not affect Mortgagee's rights in connection with the portion of the Property not so released. 8.4 In the event of the bankruptcy, reorganization or insolvency of Mortgagor, any attempt by Mortgagor to surrender its leasehold estate, or any portion thereof, under the Ground Lease, or any attempt by Mortgagor to terminate, cancel or acquiesce in the rejection of the Ground Lease without the consent of Mortgagee shall be null and void. Mortgagor hereby expressly releases, assigns, relinquishes and surrenders unto Mortgagee all of its right, power and authority to terminate, cancel, acquiesce in the rejection of, modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, in the event of the bankruptcy, reorganization or insolvency of Mortgagor, and any attempt on the part of Mortgagor to exercise any such right without the consent of Mortgagee shall be null and void. 8.5 Notwithstanding anything to the contrary contained in this Mortgage with respect to the Ground Lease, as security for the Loanperiod after the termination, but subject to the Loan Documents, the Mortgagor unconditionally assigns, transfers and sets over unto Mortgagee all of its claims and rights to the payment of damages that may hereafter arise as a result of any rejection or disaffirmance of the Ground Lease, and all of the terms and conditions of this Lease by the shall be binding upon Ground Lessor or its successors and assigns, or by ant trustee of any such party, pursuant Lessee to the Bankruptcy Code. Mortgagee shall have and is hereby granted the right to approve prior to the filing or commencement thereof by Borrower of any claim, suit, action or proceeding relating to the Ground Lessor’s attempt to reject or disaffirm, or the rejection or disaffirmance of, the Ground Lease (including, without limitation, the right to file and prosecute, any proofs of claim, complaints, motions, objections, applications, notices and other documents) in any case in respect of same extent as if Ground Lessor or any of its successors and assignsLessee had been the original lessor and lessee, respectively, under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until the Secured Obligations shall have been satisfied and discharged in full. 8.6 Mortgagee hereby agrees to deliver to Ground Lessor (simultaneously with the delivery thereof to Mortgagor) copies of any notice of default or nonperformance given to Mortgagor hereunder. The terms of this Section 8.6 are adopted in order to comply with certain provisions required in order to qualify this Mortgage as a “Recognized Mortgage” under the Ground Lease.