Common use of Ground Lease Clause in Contracts

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, to be performed and observed, and (iii) promptly notify Lender 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 Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender Agent a true copy of each such notice within five three (53) Business Days of receipt and (iv) promptly notify Lender Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender Agent a true copy of such notice within five three (53) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of LenderAgent (not to be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing. Borrower hereby assigns to Agent, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any respect, and if any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any respect without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed) shall be void and of no force and effect. Furthermore, Borrower shall not elect not to restore the Property pursuant to the terms of the Ground Lease without Agent’s consent. If 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 thereunderthereunder (including, without limitation, any obligations under the Ground Lease or the Agreement Concerning Interests with respect to the 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, Lender then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. Notwithstanding the foregoing or anything herein or in the Ground Lease or the Agreement Concerning Interests to the contrary, Borrower shall perform as required by the Ground Lease with respect to the Ground Lease Put on or before the date that is ten (10) days prior to the date the Association (as defined in the Agreement Concerning Interests) may compel Borrower to perform under the Ground Lease Put on the Association’s behalf under the Agreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Lender Agent a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender Agent for any reasonable action taken or omitted to be taken by LenderAgent, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender Agent made at any time within ninety one (901) days year prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do soBorrower, 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) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to not permit Mortgage Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall notto, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as the Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine B Loan is outstanding, the Mezzanine B Borrower hereby expressly authorizes shall have received the prior written consent of the Mezzanine B Lender to the extent required under the Mezzanine B Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

Ground Lease. (a) With respect to each Ground Lease, Borrower The Trustor shall (i) subject to Section 9.10 pay when due all rents, additional rents and other sums required to be paid by Borrower, the Trustor as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions other terms of the Ground Lease on to be performed and observed by the part of Borrower, as tenant thereunder, (x) for monetary obligations, at least one (1) business day prior to, and (y) for nonmonetary obligations, at least three (3) business days prior to the expiration of any applicable grace period therein, and (iii) promptly notify Lender the Beneficiary of the giving of any notice by Ground Lessor to the landlord Trustor of any default by the Trustor under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender the Beneficiary a true copy of each such notice 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 receiptnotice. Borrower The Trustor shall not, without the prior written consent of Lenderthe Beneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, surrender the leasehold estate created by the Ground Lease or terminate terminate, cancel, modify or cancel supplement the Ground Lease in any way that would reasonably be expected to have a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of the Trustor and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, during the continuation of an Event of Default, the Trustor shall not terminate, cancel, modify or supplement the Ground Lease without the prior consent of the Beneficiary. The Trustor hereby assigns to Beneficiary, as further security for the payment of the Obligations, all of the Trustor’s rights and privileges, as tenant under the Ground Lease, during the continuation of an Event of Default in connection with which Beneficiary has commenced and is diligently prosecuting to completion a foreclosure action with respect to this Deed of Trust, to surrender the leasehold estates created by the Ground Lease or modifyto terminate, changecancel, supplement, alter modify or amend supplement the Ground Lease, either orally . If (i) the Trustor has received written notice of a default from Ground Lessor due to the Trustor’s failure to perform or in writing, and if Borrower shall default in the performance or observance of observe any term, covenant or condition term of the Ground Lease on the part of Borrower, as tenant to be performed or observed by it thereunder, and shall fail or (ii) in the event the Trustor is not entitled to cure receive a notice of default from Ground Lessor, the same prior Trustor’s failure to perform or observe any term of the expiration of any applicable cure period provided Ground Lease to be performed or observed by it thereunder, Lender then, without waiving or releasing the Trustor from any of its obligations hereunder, Beneficiary shall have the right, but shall be under no obligation, to pay any sums sum and to perform any act or take any action as may be appropriate (including entry upon the leased premises) to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed such performance or observed observance on behalf of Borrowerthe Trustor, to the end so that the rights of Borrower in, to and the Trustor under the Ground Lease shall be kept are unimpaired and free from default, even if the existence or the nature of the Trustor’s default is being questioned or denied by the Trustor or another person. The Beneficiary shall be subrogated to the rights of the Ground Lessor with respect to any such sums paid by the Beneficiary. The Trustor shall pay to the Beneficiary immediately and without demand, all such sums so paid or expended by the Beneficiary, together with interest thereon from the day of such payment at a rate equal at all times to the lesser of (i) 2.00% per annum above the highest tier of the applicable margins set forth in Section 1.2(B) of the Credit Agreement plus Base Rate, or (ii) the maximum lawful rate, and the same shall be secured by this Deed of Trust. If the landlord under Ground Lessor gives the Ground Lease shall deliver to Lender a copy of any Beneficiary notice of default under the Ground Leasea default, such notice shall constitute full protection to Lender the Beneficiary for any action reasonably taken or omitted to be taken by Lenderthe Beneficiary, in good faith, in reliance thereon. Borrower shall exercise each individual optionExcept to the extent required pursuant to the terms of the Ground Lease, if any, the Trustor will not subordinate or consent to extend or renew the term subordination of the Ground Lease upon demand by Lender made at to any time within ninety (90) days prior to the last day upon which any such option may be exercisedDeed of Trust, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option security deed, lease or other interest on or in the name Ground Lessor’s interest in the Trust Estate, unless in each such case, the written consent of and upon behalf of Borrower should Borrower fail the Beneficiary has first been obtained, it being agreed that the Beneficiary is under no obligation to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestgrant such consent.

Ground Lease. (a2) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, to be performed and observed, and (iii) promptly notify Lender 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 Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender Agent a true copy of each such notice within five three (53) Business Days of receipt and (iv) promptly notify Lender Agent of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender Agent a true copy of such notice within five three (53) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of LenderAgent (not to be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing. Borrower hereby assigns to Agent, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any respect, and if any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any respect without the prior consent of Agent (not to be unreasonably withheld, conditioned or delayed) shall be void and of no force and effect. Furthermore, Borrower shall not elect not to restore the Property pursuant to the terms of the Ground Lease without Agent’s consent. If 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 thereunderthereunder (including, without limitation, any obligations under the Ground Lease or the Agreement Concerning Interests with respect to the 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, Lender then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. Notwithstanding the foregoing or anything herein or in the Ground Lease or the Agreement Concerning Interests to the contrary, Borrower shall perform as required by the Ground Lease with respect to the Ground Lease Put on or before the date that is ten (10) days prior to the date the Association (as defined in the Agreement Concerning Interests) may compel Borrower to perform under the Ground Lease Put on the Association’s behalf under the Agreement Concerning Interests. If the landlord under the Ground Lease shall deliver to Lender Agent a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender Agent for any reasonable action taken or omitted to be taken by LenderAgent, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender Agent made at any time within ninety one (901) days year prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do soBorrower, 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.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall cause Property Owner to (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by BorrowerProperty 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 BorrowerProperty Owner, as tenant thereunder, to be performed and observed, and (iii) promptly notify Lender of the giving of any written notice by the landlord under the any Ground Lease to Borrower Property Owner of any event of default thereunder by BorrowerProperty Owner in the performance or observance of any of the terms, covenants or conditions of any Ground Lease on the part of Property Owner, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice within five fifteen (515) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five fifteen (515) Business Days of Property Owner’s or Borrower’s receipt. Borrower shall notnot permit Property Owner to, without the prior written consent of Lender, 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, either orally or in writing, ) and if Borrower (y) otherwise of a ministerial nature). If 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 BorrowerProperty Owner, as tenant thereunder, 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 Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, subject to the terms of the Ground Lease and subject to 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 Borrower Property Owner to be performed or observed on behalf of BorrowerProperty Owner, to the end that the rights of Borrower Property Owner in, to and under the such Ground Lease shall be kept unimpaired and free from default. If the landlord under the any Ground Lease shall deliver to Lender a copy of any notice of an event of default under the such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall cause Property Owner to 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 and/or upon prior written demand by Lender made at any time within ninety one (901) days year prior to the last day upon which any such option may be exercised, and and, subject to the rights of Mortgage Lender, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so(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) With respect to each Ground LeaseTo the best of Seller’s knowledge, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground LeaseLease is in full force and effect, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrowerhas not been amended, as tenant thereunder, and (iii) promptly notify Lender there are no defaults by Seller thereunder. Notwithstanding and without limiting the foregoing, (i) if any of the giving representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any notice by the landlord of its obligations under the Ground Lease to Borrower of any default by Borrower, as tenant thereunderthis Agreement that survive Closing, and deliver Purchaser nonetheless closes the transactions hereunder and purchases the Property, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing) in the event that on or prior to Lender a true copy Closing, Purchaser shall have had actual knowledge of each such notice within five (5) Business Days of receipt the false or inaccurate representations or warranties or other breach or default and (ivii) promptly notify Lender of if any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease representations or warranties of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally Seller contained in this Agreement or in writing, any document or instrument delivered in connection herewith are false or inaccurate and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender the Due Diligence Period Purchaser 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 had knowledge of the termsfalse or inaccurate representations or warranties, covenants then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties (and conditions Purchaser shall have no cause of the Ground Lease on the part of Borrower action or right to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercisedterminate this Agreement with respect thereto), and Borrower hereby expressly authorizes such representations and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and warranties shall be deemed modified to the extent necessary to eliminate all false and inaccurate information and to make such representations and warranties true and accurate in all respects. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of Seller or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of Xxxxxxx X Xxxxxxx and shall not be coupled with an interestconstrued, by imputation or otherwise, to refer to the knowledge of Seller or any parent, subsidiary or affiliate of Seller or to any other officer, agent, manager, representative or employee of Seller or to impose upon Xxxxxxx X Xxxxxxx any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. Notwithstanding anything to the contrary contained in this Agreement, Xxxxxxx X Xxxxxxx shall have no personal liability hereunder. The provisions of this Section 7.1.1 shall survive the Closing for a period of two hundred seventy (270) days.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall Mortgagor will: (i) subject to Section 9.10 pay all rents, additional rents and other sums the rent required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, Lease as the same becomes due and payable; (ii) diligently promptly perform and observe all of the termsmaterial covenants, covenants agreements, obligations and conditions of required to be performed and observed by Mortgagor under the Ground Lease on the part of BorrowerLease, as tenant and do all things necessary to preserve and keep unimpaired its rights thereunder, ; (iii) promptly notify Lender in writing of the giving commencement of a proceeding under the federal bankruptcy laws by or against Mortgagor or, upon Mortgagor's receipt of notification thereof, the lessor under the Ground Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the landlord lessee under the Ground Lease to Borrower of the exercise of any default by Borrowerright to renew or extend the term of the Ground Lease, as tenant thereunderpromptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Mortgagee, promptly notify Mortgagee in writing of the name and deliver to Lender a true copy address of each the Person with whom such notice within five proceeds have been deposited and the amount so deposited; (5) Business Days of receipt and (ivvi) promptly notify Lender Mortgagee in writing of the receipt by Mortgagor of any bankruptcy, reorganization or insolvency of notice (other than notices customarily sent on a regular periodic basis) from the landlord lessor under the Ground Lease or and of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created noting or claiming any default by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default Mortgagor in the performance or observance of any term, covenant or condition of the Ground Lease terms, covenants, or conditions on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower Mortgagor to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such ; (vii) promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice shall constitute full protection to Lender for from the lessor of any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term termination of the Ground Lease upon demand and promptly cause a copy of each such notice to be delivered to Mortgagee; and (viii) promptly notify Mortgagee in writing of any request made by Lender made at any time within ninety (90) days prior either party to the last day upon which any such option may be exercisedGround Lease to the other party thereto for arbitration or appraisal proceedings pursuant to the Ground Lease, and Borrower hereby expressly authorizes of the institution of any arbitration or appraisal proceedings and appoints Lender its attorney-in-fact promptly deliver to exercise any Mortgagee a copy of the determination of the arbitrators or appraisers in each such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestproceeding.

Ground Lease. Borrower shall (a) With respect observe and perform the material obligations, covenants and agreements imposed on Borrower pursuant to each the Ground Lease and do all things necessary to preserve and keep unimpaired its material rights thereunder, (b) promptly notify Lender of any material default thereunder of which it is aware and (c) enforce the performance and observance of all of the material covenants and agreements required to be performed or observed by the ground lessor under the Ground Lease. Borrower shall not cancel, terminate, surrender or amend the Ground Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld; provided, however, Borrower shall be permitted to amend the Ground Lease without the consent of Lender in order to (i) subject modify the annual rent payable by Borrower to Section 9.10 pay all rents, additional rents and other sums required the Ground Lessor to be paid by Borrower, as tenant under and either (A) with respect to calendar year 2007 an amount (whether fixed or calculated pursuant to a formula) not to exceed $1,800,000.00 and for each calendar year after 2007 an amount (whether fixed or calculated pursuant to a formula) not to exceed three percent (3%) more than the provisions rent payable by Borrower during the previous calendar year or (B) with respect to calendar year 2007 through and including calendar year 2011 and each five year calendar period thereafter an amount not to exceed the lesser of (x) an amount calculated pursuant to a formula established by Borrower in its sole discretion or an amount agreed upon by Borrower and Ground Lessor and (y) the rent payable by Borrower during the previous five year calendar period as increased by the “adjusted cost of living factor” set forth in Section 3(c)(ii) of the Ground Lease, (ii) diligently perform and observe all permit Borrower or TRG or its Affiliates to make a payment to the Ground Lessor in an amount determined by Borrower in its sole discretion, provided that such payment is made in full by Borrower or TRG upon the execution of the terms, covenants and conditions of any amendment to the Ground Lease on and evidence of the part of Borrowerpayment thereof is delivered to Lender, as tenant thereunder, and (iii) promptly notify permit Borrower or TRG or its Affiliate to have a right of first offer, a right of first refusal or a similar right to purchase the fee interest in the real property leased to Borrower pursuant to the Ground Lease. Within ten (10) Business Days after the written request of Borrower and delivery by Borrower to Lender of the giving of any notice by the landlord under an amendment to the Ground Lease which in Lender’s reasonable discretion satisfies the conditions set forth in this Section 5.1.25, Lender shall unconditionally acknowledge in writing to Borrower of any default by Borrower, as tenant thereunder, and deliver the Ground Lessor that Lender’s consent is not required in connection with the amendment to Lender a true copy of each such notice 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 delivered to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall will: (i) subject to Section 9.10 pay all rents, additional rents and other sums the rent required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, Lease as the same becomes due and payable; (ii) diligently promptly perform and observe all of the termsmaterial covenants, covenants agreements, obligations and conditions of required to be performed and observed by Borrower under the Ground Lease on the part of BorrowerLease, as tenant and do all things necessary to preserve and keep unimpaired its rights thereunder, ; (iii) promptly notify Lender in writing of the giving commencement of a proceeding under the federal bankruptcy laws by or against Borrower or, upon Borrower's receipt of notification thereof, the lessor under the Ground Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the landlord lessee under the Ground Lease to Borrower of the exercise of any default by Borrowerright to renew or extend the term of the Ground Lease, as tenant thereunderpromptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Lender, promptly notify Lender in writing of the name and deliver to Lender a true copy address of each the Person with whom such notice within five proceeds have been deposited and the amount so deposited; (5) Business Days of receipt and (ivvi) promptly notify Lender in writing of the receipt by Borrower of any bankruptcy, reorganization or insolvency of notice (other than notices customarily sent on a regular periodic basis) from the landlord lessor under the Ground Lease or and of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. noting or claiming any default by Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and covenants, or conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free Lease; (vii) promptly notify Lender in writing of the receipt by Borrower of any notice from default. If the landlord under lessor of any termination of the Ground Lease shall and promptly cause a copy of each such notice to be delivered to Lender; and (viii) promptly notify Lender in writing of any request made by either party to the Ground Lease to the other party thereto for arbitration or appraisal proceedings pursuant to the Ground Lease, and of the institution of any arbitration or appraisal proceedings and promptly deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term determination of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any arbitrators or appraisers in each such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestproceeding.

Ground Lease. (a) With respect to each Ground LeaseThe occurrence of a default by KBSII 0000 Xxxxxx Xxxxxxxxx, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by BorrowerLLC, as tenant under and pursuant to the provisions of the Ground Leaselessee, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower and the continuation thereof beyond the later of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5i) Business Days of receipt and thirty (iv30) 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to days beyond the expiration of any applicable notice and cure period (provided thereundersuch default has not been cured by KBSII 0000 Xxxxxx Xxxxxxxxx, Lender shall have LLC during such period) and (ii) ten (10) Business Day following 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 termination of the Ground Lease on by Ground Lessor (such later date being referred to herein as the part of Borrower “Ground Lease Cure Date”); provided, however, that no Default shall be deemed to have occurred hereunder if Borrowers cause the Ground Leased Property to be performed released from the lien of the Security Documents in accordance with the provisions of Section 2.10 above on or observed on behalf before the Ground Lease Cure Date. If, however, (i) Ground Lessor has not terminated the Ground Lease as the result of Borroweran uncured default by KBSII Regent Boulevard, LLC, by the date which is six (6) months after the expiration of the cure period applicable to such default and (ii) the end Ground Leased Property has not then been released from the lien of the Security Documents in accordance with Section 2.10 above, then Borrowers shall cause to be delivered to Administrative Agent confirmation from Ground Lessor, in the form of a writing acceptable to Administrative Agent, that the rights of Borrower in, to and applicable default under the Ground Lease has been waived by Ground Lessor. Borrowers’ failure to deliver such confirmation shall be kept unimpaired and free from defaultconstitute a Default hereunder. If Notwithstanding anything to the landlord contrary, the foregoing shall not in any way limit Administrative Agent’s right to cure any default by KBSII Regent Boulevard, LLC, under the Ground Lease shall deliver during the cure period applicable thereto and Borrowers hereby specifically authorize Administrative Agent to Lender a copy of any notice of default under effect such cure, as contemplated by the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term terms of the Ground Lease upon demand and the Estoppel Certificate Agreement executed by Lender made at any time within ninety (90) days prior to Ground Lessor for the last day upon which any such option may be exercisedbenefit of Administrative Agent and Lenders, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do sodated January 7, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.2011

Ground Lease. (a) With respect to each Ground Lease, Borrower shall covenants and agrees as follows: (i) subject to Section 9.10 pay all rentspromptly and faithfully observe, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe comply with all of the terms, covenants and conditions provisions thereof on its part to be observed, performed and complied with, at the times set forth therein, and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which there would reasonably be expected to be a default under any of the Ground Lease on the part of Borrower, as tenant thereunder, terms thereof; (iii) promptly notify Lender not to terminate (pursuant to the terms thereof or otherwise), cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the giving of any notice by terms thereof and not to release the landlord Ground Lessor under the Ground Lease from any obligations imposed upon it thereby without the consent of Lender, not to be unreasonably withheld, delayed or conditioned (provided that, notwithstanding anything contained herein or in any other Loan Document, Borrower may extend the term of any Ground Lease pursuant to the terms thereof without obtaining the consent of Lender); (iv) not to assign the Ground Lease in whole or in part nor sublet the premises demised under the Ground Lease in whole except in accordance with the provisions of this Agreement; (v) to the extent Borrower has actual knowledge of the same, to give Lender prompt written notice of any default under the Ground Lease by Borrower, as tenant thereunderBorrower that continues to exist beyond any notice and cure period available to Borrower under the applicable Ground Lease or the Ground Lessor, and to deliver to Lender a true copy copies of each notice of default and all other material notices, communications, plans, specifications and other similar instruments received or delivered by Borrower in connection therewith within two (2) Business Days of Borrower’s receipt of the same; and (vi) to furnish to Lender such notice information and evidence as Lender may reasonably require concerning Borrower’s due observance, performance and compliance with the terms, covenants and provisions thereof provided such evidence is in Borrower’s possession or readily available at no material out-of-pocket cost to Borrower. Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters set forth in this Section 5.1.24, Lender shall have ten (10) Business Days from receipt of written request together with such other information as is necessary for Lender’s review of the request, to approve or disapprove such matter, provided that the front page of any such request to Lender is marked, in not less than fourteen (14) point bold face type, underlined and using all capital letters, as follows: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event additional information is reasonably requested by Lender within such ten (10) Business Day period, Lender shall have five (5) Business Days from receipt of receipt and (iv) promptly notify Lender of any bankruptcyall additional requested information in which to approve or disapprove such the applicable matter, reorganization or insolvency notwithstanding the date of the landlord under original request. In the Ground Lease or of any notice thereofevent that Lender fails to respond to the applicable matter in question within such time frames as set forth above, and deliver Lender’s failure to Lender a true copy of such notice within five (5) Business Days of Borrowerrespond shall constitute Lender’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition deemed approval of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestparticular approval request.

Ground Lease. (a) With respect Tenant acknowledges that the Premises, the Project, and this Lease are and shall remain subject and subordinate to each the Ground Lease and the Development Rights Agreement and to the rights of Ground Lessor thereunder, and to all amendments, restatements, renewals, modifications, assignments, and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however, that so long as there is no Default hereunder, Tenant's receipt from Ground Lessor (or any successor or assignee thereof, as appropriate) of a fully executed instrument containing appropriate non-disturbance provisions assuring Tenant's quiet enjoyment of the Premises as set forth in Section 24 hereof shall be a condition precedent to the subordination of Tenant's interest and rights hereunder and Tenant's interest and rights hereunder shall not be disturbed by Ground Lessor. Tenant agrees, at the election of Ground Lessor, to attorn to Ground Lessor. Unless Ground Lessor and Tenant mutually agree upon and execute and deliver a different form of Subordination, Non-Disturbance and Attornment Agreement, Tenant shall, upon demand, execute, acknowledge, and deliver a Subordination, Non-Disturbance and Attornment Agreement substantially in the form attached hereto as Exhibit L (the "LEASE SUBORDINATION AGREEMENT") or such other instruments, confirming such subordination and instruments of attornment as shall be reasonably requested by Ground Lessor, provided any such instruments contain the appropriate non-disturbance provisions described above. Tenant acknowledges that, among other things, notwithstanding the terms of this Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents the final design and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions aesthetic of the Ground LeasePremises and the Project, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunderany Transfer, (iii) promptly notify Lender of the giving of any notice financing to be secured by the landlord under the Ground Lease to Borrower of any default by BorrowerTenant's interest in this Lease, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest."

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as any Mezzanine Loan is outstanding, the applicable Mezzanine Borrower shall have received the prior written consent of the applicable Mezzanine Lender to the extent required under the applicable Mezzanine Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

Ground Lease. (a) With respect to each Ground Lease, Leasehold Borrower shall will: (i) subject to Section 9.10 pay all rents, additional rents and other sums the rent required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, Lease as the same becomes due and payable; (ii) diligently promptly perform and observe all of the termsmaterial covenants, covenants agreements, obligations and conditions of required to be performed and observed by Leasehold Borrower under the Ground Lease on the part of BorrowerLease, as tenant and do all things necessary to preserve and keep unimpaired its rights thereunder, ; (iii) promptly notify Lender in writing of the giving commencement of a proceeding under the federal bankruptcy laws by or against Leasehold Borrower or, upon Leasehold Borrower's receipt of notification thereof, the lessor under the Ground Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the landlord lessee under the Ground Lease to Borrower of the exercise of any default by Borrowerright to renew or extend the term of the Ground Lease, as tenant thereunderpromptly give notice to the lessor thereunder of the exercise of such right of extension or renewal; (v) in case any proceeds of insurance upon the Property or any part thereof are deposited with any Person other than Lender, promptly notify Lender in writing of the name and deliver to Lender a true copy address of each the Person with whom such notice within five proceeds have been deposited and the amount so deposited; (5) Business Days of receipt and (ivvi) promptly notify Lender in writing of the receipt by Leasehold Borrower of any bankruptcy, reorganization or insolvency of notice (other than notices customarily sent on a regular periodic basis) from the landlord lessor under the Ground Lease or and of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. noting or claiming any default by Leasehold Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease terms, covenants, or conditions on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and 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 Leasehold Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free Lease; (vii) promptly notify Lender in writing of the receipt by Leasehold Borrower of any notice from default. If the landlord under lessor of any termination of the Ground Lease shall and promptly cause a copy of each such notice to be delivered to Lender; and (viii) promptly notify Lender in writing of any request made by either party to the Ground Lease to the other party thereto for arbitration or appraisal proceedings pursuant to the Ground Lease, and of the institution of any arbitration or appraisal proceedings and promptly deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term determination of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any arbitrators or appraisers in each such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestproceeding.

Ground Lease. (a) With The Lessee covenants and agrees that while this Lease remains in effect with respect to each Leased Asset subject to a Ground Lease, Borrower shall if any, and at all times prior to the date on which the Lessee's right to occupy such Leased Asset has been terminated by the Lessor, the Lessee (and any sublessee or other party claiming by, through or under Lessee) has actually vacated such Leased Asset and the Lessee has executed and delivered to Lessor a written release of its rights and interests (other than its right to receive a portion of the Gross Proceeds from the sale of such Leased Asset) to, and confirmation of its surrender of possession in respect of, the Leased Asset, (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently Lessee will perform and observe all of the terms, covenants covenants, provisions, conditions and conditions agreements of the Ground Lease for each Leased Asset on the Lessor's part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower lessee thereunder to be performed or and observed on behalf (including, without limitation, payment of Borrowerall rent, additional rent and other amounts payable by the Lessor as lessee thereunder) to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower inthe Lessor as lessee thereunder, except to and the extent such performance is solely under the Ground Lease control of the Lessor and (ii) the Lessor shall have no obligation or responsibility to provide services or equipment required to be kept unimpaired and free from default. If provided or repairs or restorations required to be made in accordance with the landlord under the Ground Lease shall deliver to Lender a copy provisions of any notice of default under the Ground Lease, each of which shall be provided, made or effected by the Lessee hereunder. The Lessor and the Lessee mutually agree to cooperate fully with each other to enforce the Lessor's rights as the lessee under each Ground Lease as against the lessor under such notice Ground Lease. The obligations of the Lessee under this Section 32 shall constitute full protection to Lender survive the termination of this Lease and the rights of the Lessee hereunder but shall not, for any action taken Leased Asset, extend beyond the date after the termination of this Lease that Lessor shall have completed a sale or omitted lease of such Leased Asset to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestunaffiliated third party.

Ground Lease. The transaction contemplated by this Agreement is contingent upon Seller obtaining written consent from the Ground Lessor (athe "Xxxxxxxx Owner Consent") With respect to each Ground Lease, Borrower shall (i) subject Seller's assignment to Section 9.10 pay all rents, additional rents and other sums required to be paid by BorrowerPurchaser of Seller's interest, as tenant landlord, under and pursuant to the provisions of the Ground Lease, including (iiif required under the Ground Lease) diligently perform the Xxxxxxxx Owner's acknowledgment that Seller shall be released of all obligations and observe all liabilities of the terms"tenant" under the Ground Lease effective from and after the date of such assignment. In addition, covenants and conditions Seller shall obtain from Ground Lessor a form of estoppel confirming the terms of the Ground Lease on and acknowledging that neither Ground Lessor or Seller are in default thereunder (the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of "Ground Lease Estoppel"). Seller hereby covenants that it shall use best efforts to obtain the giving of any notice by the landlord under Xxxxxxxx Owner Consent and the Ground Lease Estoppel, provided that Seller shall not be required to Borrower of make any default by Borrower, payment to the Ground Lessor as tenant thereunder, a condition to obtaining the Xxxxxxxx Owner Consent and deliver to Lender a true copy of each such notice 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, Estoppel other than normal review expenses. If Seller does not obtain the Xxxxxxxx Owner Consent and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease Estoppel on or terminate before the Due Diligence Approval Date, then this Agreement shall terminate, whereupon the Deposit, together with the net interest earned thereon, shall, without any further instruction required, promptly be returned to Purchaser, this Agreement shall become null and void and neither party shall have any further rights or cancel obligations hereunder (subject, however, to survival of Purchaser's Indemnity and Purchaser's Confidentiality Obligations). If Seller obtains the Xxxxxxxx Owner Consent and the Ground Lease Estoppel on or modifybefore the Due Diligence Approval Date, changeSeller shall deliver a copy of same to Purchaser and the parties shall proceed to close the transaction contemplated hereby pursuant to the terms hereof and, supplementat Closing, alter or amend Seller and Purchaser shall enter into the Assignment and Assumption of Ground Lease. A copy of the Xxxxxxxx Owner Consent and the Ground LeaseLease Estoppel shall, if obtained, be delivered to Purchaser within two (2) days after Seller's receipt, but in no event later than the Due Diligence Approval Date. Such Xxxxxxxx Owner Consent shall be either orally or in writingunconditional or, if conditional, subject to no condition that is reasonably objectionable to Purchaser and if Borrower the Ground Lease Estoppel shall default in contain no material deviations from the performance or observance of any term, covenant or condition terms of the Ground Lease on provided to Purchaser. In the part of Borrower, as tenant thereunder, and shall fail to cure event that Seller receives the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the rightXxxxxxxx Owner Consent, but shall be under no obligation, to pay any sums such consent does not contain an acknowledgment that Seller is released of all obligations and to perform any act or take any action as may be appropriate to cause all liabilities of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default "tenant" under the Ground Lease, such notice consent shall constitute full protection nevertheless be satisfactory if Purchaser agrees to Lender for any action taken or omitted indemnify and hold Seller harmless from Purchaser's failure to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew perform such obligations and liabilities arising from and after the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestClosing.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents During the time period commencing upon the Effective Date and other sums required to be paid by Borrowerterminating on the Closing or the earlier termination of this Agreement, as tenant under and pursuant to the provisions of the Ground Leaseapplicable, (ii) diligently perform and observe all of the terms, covenants and conditions of Seller shall not amend or modify the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of LenderBuyer in each instance, surrender which consent may be withheld in Buyer's sole and absolute discretion. No later than ten (10) Business Days prior to the leasehold estate created Closing Date (the “Ground Lessor Estoppel Deadline”), Seller shall deliver to Buyer an estoppel certificate from the Ground Lessor: (1) in substantially the same form as required by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend (2) if no such form is required under the Ground Lease, either orally in the form attached hereto as Exhibit “I” (the “Ground Lessor Estoppel Certificate”). The Ground Lessor Estoppel Certificate shall be duly executed by the Ground Lessor and shall be dated no earlier than thirty (30) Calendar Days prior to the Closing Date. Buyer shall have the right to review and approve or disapprove the Ground Lessor Estoppel Certificate pursuant to the same procedures set forth in writingSection 5.1(e) above and subject to, and if Borrower in accordance with, the provisions of this Section 5.1(f) hereof. Buyer shall default neither unreasonably withhold its approval of, nor unreasonably disapprove of, the Ground Lessor Estoppel Certificate. In connection with the foregoing: (a) with regard to the form of the Ground Lessor Estoppel Certificate, in the performance event the Ground Lessor Estoppel Certificate is in the form required pursuant to the provisions of Section 5.1(f)(1) or observance (2) hereof, as applicable, Buyer shall not have the right to disapprove of or object to the form of the Ground Lessor Estoppel Certificate; and (b) with regard to the content contained in the Ground Lessor Estoppel Certificate, Buyer shall not have the right to disapprove of or object to the Ground Lessor Estoppel Certificate, unless: (1) the Ground Lessor Estoppel Certificate is not properly executed or dated (or is dated prior to the date specified in Section 5.1(f) hereof); (2) the Ground Lessor Estoppel Certificate provides that there exists an uncured default by any term, covenant party to the Ground Lease; (3) there is an inconsistency between any term or condition of the Ground Lease on and the part of Borrowermatters reflected in the Ground Lessor Estoppel Certificate, as tenant thereunder, and shall fail to cure stated therein; or (4) there is an inconsistency between the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of information contained in the Ground Lease on as included with Seller's Deliveries and the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under information contained in the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestLessor Estoppel Certificate.

Ground Lease. (a) With respect to each Ground LeaseGrantor hereby represents and warrants, Borrower shall as of the Effective Date, (i) Grantor has delivered a true and correct copy of each Ground Lease to Grantee prior to or simultaneously with its execution of this Security Instrument; (ii) the Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in [Exhibit [A/B] [and Exhibit [B/C]] attached hereto]; (iii) the Grantor enjoys the quiet and peaceful possession of the Ground Leasehold Estate subject only to Section 9.10 pay Permitted Liens; (iv) to the best of Grantor's knowledge, there is no material default under the Ground Leasehold by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Ground Lease; (v) except to the extent nonpayment would not have a Material Adverse Effect, all rents, additional rents rents, and other sums required to be due and payable under the Ground Lease have been paid by Borrower, in full except as tenant permitted under and pursuant the express terms of the Ground Lease; (vi) to the provisions best of Grantor's knowledge, no Person has commenced any action or given or received any notice for the purpose of terminating such Ground Lease; (vii) the consummation of the transactions contemplated hereby will not result in any breach of, or constitute a default under, the Ground Lease, (iiviii) diligently perform and observe all actions which must be taken for Grantee to have the rights of the terms, covenants and conditions of a leasehold mortgagee or mortgagee pursuant to the Ground Lease on have been taken and completed; (ix) the part Grantor or any Affiliate thereof has not granted any other leasehold mortgage or made any other assignment, pledge or hypothecation of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord its interest under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five Lease; (5x) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or a memorandum thereof has been duly recorded; (xi) the Ground Lease permits the interest of the lessee thereunder to be encumbered by the Security Instrument; (xii) the Ground Lease is not subject to any notice thereofLiens (other than Permitted Liens) superior to, or of equal priority with, the Security Instrument; (xiii) the Ground Lease, either by its express terms or after giving effect to any estoppel and deliver to Lender a true copy of such notice within five consent agreement, [(5v) Business Days of Borrower’s receipt. Borrower shall notcannot be cancelled, terminated, surrendered or amended without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, Grantee; (w) requires Fee Owner to enter into a new lease on similar terms and if Borrower shall default in the performance or observance of any term, covenant or condition conditions upon termination of the Ground Lease on the part of Borrowerfor any reason, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions including rejection of the Ground Lease on in a proceeding under the part Bankruptcy Code or any other Creditors Rights Laws; (x) is assignable upon notice to, but without the consent of, the Fee Owner and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of Borrower to be performed or observed on behalf Fee Owner, (y) provides that notice of Borrower, to the end that the rights of Borrower in, to and termination given under the Ground Lease shall be kept unimpaired is not effective against Grantee or any Secured Party unless a copy of such notice has been delivered to Grantee in the manner described in the Ground Lease and free from default. If (z) provides that Grantee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the landlord interest of the Grantor under the Ground Lease shall deliver Leases) to Lender a copy of cure any notice of default under the Ground Lease, such which is curable after the receipt of notice shall constitute full protection to Lender for of any action taken or omitted default, before Fee Owner may terminate the Ground Lease;] (xiv) the Ground Lease has a term which extends [not less than twenty-five (25) years] beyond the date on which no Secured Obligations continue to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew outstanding; (xv) under the term terms of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercisedLease, and Borrower hereby expressly authorizes the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; and appoints Lender its attorney-in-fact to exercise any such option in [(xvi) the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestGround Lease does not impose restrictions on subletting.]

Ground Lease. By reason of that certain underlying lease of October 1,1992, by and between Lee G. Tipton and Margaret B. Tipton and the A.H. Root Building Limxxxx Xxxxxxxxy Comxxxx, x Xxxxxxxx ximited liability company, notice of such underlying leases provided hereby and in the public records for the City and County of Denver, Colorado (a) With respect such underlying leases hereinafter referred to each as the "Ground Lease"), Borrower this Lease is a sublease agreement and this Lease, and therefore the rights of Tenant hereunder, shall (i) be and are hereby made subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant subordinate to the Ground Lease and all replacements and extensions thereof. Although the provisions of this Subsection B shall be self operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver any and all instruments reasonably desired by Prime Landlord, acknowledging, in the manner reasonably requested by Prime Landlord, this Lease as a sublease. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute such instruments required by Prime Landlord in the event Tenant fails to execute said instruments within five (5) days after thereof. Said notice from Landlord demanding the execution notice may be given in the manner hereinafter provided for giving notice. As of the date of this Lease, Landlord represents and warrants that Landlord is not in default of any of the terms and conditions of the Ground Lease and that the terms and conditions of this Lease will not violate any terms or conditions of the Ground Lease. Should the Ground Lease be terminated for reasons other that condemnation, fire or other damage, and this sublease is then in existence without default on the part of Tenant, then Tenant agrees to attorn to the Prime Landlord as Landlord herein and if Prime Landlord accepts such attornment by Tenant then this Lease, from and after such attornment and acceptance, shall continue in force and effect as a direct lease between and binding upon Tenant and such Prime Landlord, except that Prime Landlord shall not be (i) liable for any act or omission of Landlord; (ii) diligently perform subject to any offsets or defenses which Tenant might have against Landlord, or (iii) bound by any rent or additional rent which Tenant may have paid to Landlord more than one (1) month in advance. Should Landlord, during the term of this Lease, acquire the Prime Landlord's fee interest in the Property demised by the Ground Lease, being the land described in Appendix B hereto, then notwithstanding the fact that Landlord holds both a fee and observe all leasehold estate, this Lease shall continue in full force as a direct lease between Landlord and Tenant and Tenant, at the time of Landlord's acquisition of the Prime Landlord's interest and estate, shall be deemed to have attorned to Landlord and Landlord shall be deemed to have accepted such attornment by Tenant, under each of the terms, covenants and conditions set forth in this Lease. Landlord, at the request of Tenant, agrees to request the Prime Landlord to enter into a Non-Disturbance Agreement with Tenant, in a form acceptable to Prime Landlord, providing that Tenant's right to the continued use and possession of the Leased Premises shall be under the same terms and conditions as set forth in this Lease notwithstanding termination of the Ground Lease for default on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender Landlord provided that at such time Tenant is not in default of its obligations herein and that Tenant attorn to Prime Landlord and thereafter keep and perform the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants terms and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground this Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) With respect to each the Ground Lease, Borrower shall cause Mortgage Borrower to (i) subject except to the extent reserved for by Mortgage Lender pursuant to Section 9.10 9.8 of the Mortgage Loan Agreement, pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any written notice by the landlord lessor under the any Ground Lease to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five two (52) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency proceeding of the landlord lessor under the any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five two (52) Business Days of Mortgage Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Mortgage Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall notnot (and shall not permit Mortgage Borrower to), without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or (w) take any action as may be appropriate or fail to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for take any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.would result

Ground Lease. As to the Ground Lease, (ai) With respect Borrower shall have provided to each Bank a true, correct, and complete copy of such Ground Lease, including all amendments or modifications thereto and any agreements related thereto, prior to the Closing Date, (ii) the Ground Lease is subject to Bank’s review and approval in its sole and absolute discretion, (iii) for such Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, obtain and deliver to Lender a true copy of Ground Lessor’s Consent Agreement fully executed by the Ground Lessor, RFI, and, if required by Bank, the Borrower in form and substance acceptable to Bank in its sole and absolute discretion. Borrower and RFI each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under agree that notwithstanding anything in the Ground Lease to the contrary, RFI shall not have the right to terminate, allow termination of, or consent to termination of the Ground Lease for any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall notreason whatsoever, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writingBank. Borrower and RFI each agree further that they will promptly, and if Borrower shall default in the performance no event later than three (3) business days after RFI’s or observance of any term, covenant or condition of the Ground Lease on the part of Borrower’s receipt thereof, as tenant thereunderthe case may be, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender Bank a copy of any notice of breach or default or any other notice relating to RFI’s failure of any performance under the Ground Lease, such notice shall constitute full protection to Lender for any action taken Lease that Borrower or omitted to be taken by Lender, in good faith, in reliance thereonRFI receives from Ground Lessor (each a “Ground Lease Default Notice”). Borrower shall exercise and RFI each individual option, understand that and acknowledge that (i) the Lessee’s Rights will serve as the Bank’s primary collateral security for the Loan; (ii) the Bank’s collateral security can be at eliminated if any, to extend or renew the term of the Ground Lease upon demand is terminated by Lender made at any time within ninety Ground Lessor, and (90iii) days prior Bank desires to have to the last day upon which best opportunity to cure any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact breach or default or failure of performance to exercise any such option in the name of and upon behalf of Borrower should Borrower fail protect it’s security (although it is not obligated to do so). Therefore, which power it is a material condition and a material consideration to Bank’s making and continuing the Loan to Borrower that Borrower shall timely provide, or shall cause RFI to timely provide, any Ground Lease Default Notice to Bank. Borrower agrees that failure of attorney Borrower or RFI, as applicable, to timely provide any Ground Lease Default Notice to Bank shall be irrevocable and shall be deemed to be coupled with an interestEvent of Default hereunder.

Ground Lease. Notwithstanding anything else contained in this 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 (athe "Ground Lease"). Tenant agrees that (i) With respect this Lease is and shall be subordinate to each the Ground Lease, Borrower shall as the same may from time to time be modified, extended, restated or replaced, (iii) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions upon any termination of the Ground Lease, Tenant shall attorn to the ground lessor and recognize said ground lessor as its lessor under this Lease, and (iiiii) diligently perform said ground lessor shall be named as an additional insured under Tenant's liability insurance described in Section 9.2 above (provided Tenant has been furnished with the name of such ground lessor). Landlord represents and observe all warrants that the Ground Lease contains (and any restatement or replacement thereof will contain) provisions pursuant to which the ground lessor irrevocably agrees to recognize this Lease and Tenant's interest hereunder in the event of the terms, covenants and conditions any termination of the Ground Lease on (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 part of Borrower, as tenant thereunder, ground lessor shall not (iiii) promptly notify Lender have any obligation to Tenant with respect to any portion of the giving term of any notice by this Lease extending beyond the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition scheduled expiration date of the Ground Lease on (which shall be no earlier than February 28, 2049); (ii) be liable for the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration acts or defaults of any applicable cure period provided thereunder, Lender shall prior landlord (including Landlord); (iii) have the right, but shall be under no obligation, any liability to pay complete any sums and to perform any act or take any action as may be appropriate to cause all initial construction of the terms, covenants and conditions Leased Premises or to fund any allowance granted by any prior landlord (including Landlord) with respect thereto; (iv) be bound by any payments of rent made by Tenant more than thirty (30) days in advance; or (v) be liable for the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy return of any notice of default under security deposit not actually received by the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestground lessor.

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

Ground Lease. (a) With respect Subject to each Ground LeaseXxxxxxxx’s right to contest, Borrower shall (i) subject to Section 9.10 pay at all rentstimes promptly and faithfully perform, additional rents and other sums required or cause to be paid by Borrowerperformed, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the termscovenants, covenants conditions and conditions of agreements contained in the Ground Lease with respect to the Crowne Plaza Property, now or hereafter existing, on the part of Borrower, as the tenant thereunder, (iii) promptly notify Lender of the giving of or lessee thereunder to be kept and performed. Borrower shall not do or suffer to be done any notice act that will result in a default by the landlord tenant or lessee under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under shall not further assign the Ground Lease or any interest therein without Agent’s consent, except (i) to Agent pursuant to the Loan Documents and the Other Loan Documents or (ii) as permitted under Section 2.11 hereof. (b) Borrower, at no cost or expense to Agent or Lender, shall enforce, in a commercially reasonable manner, short of any notice thereoftermination, the performance and deliver to Lender a true copy observance of such notice within five each and every material condition and covenant of each of the other parties (5other than Borrower) Business Days of Borrower’s receiptunder the Ground Lease. Borrower shall not, without the prior written consent of LenderAgent (which consent shall not be unreasonably withheld, surrender the leasehold estate created by the Ground Lease conditioned or terminate delayed), amend or cancel the Ground Lease or modify, change, supplement, alter or amend otherwise modify the Ground Lease, either orally terminate or in writingsurrender of the Ground Lease, and if Borrower shall default in or waive or release any other party from the performance or observance of any term, covenant material obligation or condition of under the Ground Lease on the part of Borrower, as tenant thereunderLease, and shall fail to cure enforce the same prior performance by Ground Lessor of Ground Lessor’s obligations under or related to the expiration Ground Lease, it being agreed that if Agent shall respond by not consenting to any of the matters for which Agent’s consent is requested as expressly set forth in a request from Borrower pursuant to this Section 7.33(b), then Agent shall include in such response a reasonably detailed description of Agent’s reason(s) for not giving such consent. Borrower shall not make any prepayment of any applicable cure period provided thereunder, 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 Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and amounts under the Ground Lease for more than one (1) month prior to the due date thereof (except where required pursuant to the express terms of the Ground Lease). Promptly upon demand by Agent, Borrower shall request and use commercially reasonable efforts to obtain from Ground Lessor and furnish to Agent an estoppel certificate pursuant to the Ground Lease, and use reasonable efforts to include such other matters as may be kept unimpaired and free from defaultreasonably requested by Agent. If the landlord (c) Xxxxxxxx shall deliver to Agent a copy of any written notice received, or sent or delivered, by Borrower under the Ground Lease shall deliver to Lender a copy of Lease, including, without limitation, any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for and any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of legal proceedings involving obligations under the Ground Lease upon demand and any request made by Lender made at either party to the Ground Lease for arbitration or appraisal proceedings relating to the Ground Lease and of the institution of any time such arbitration or appraisal proceeding, as well as, in each case, all proceedings and any decision rendered in any such proceedings. For purposes of determining whether a default under the Ground Lease exists, Agent shall be entitled to rely on, and accept as correct, any notice of default delivered by Ground Lessor. If Borrower does not contest such alleged default and fails to promptly cure any default under the Ground Lease, or fails to cure any default within ninety three (903) days Business Days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.expiration of

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to not permit Mortgage Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice 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. Borrower shall notto, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as the Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine A Loan is outstanding, the Mezzanine A Borrower hereby expressly authorizes shall have received the prior written consent of the Mezzanine A Lender to the extent required under the Mezzanine A Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

Ground Lease. (a) With respect to each Ground LeaseMortgagor hereby represents and warrants, Borrower shall as of the Effective Date, (i) Mortgagor has delivered a true and correct copy of each Ground Lease to Mortgagee prior to or simultaneously with its execution of this Security Instrument; (ii) the Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in [Exhibit [A/B] [and Exhibit [B/C]] attached hereto]; (iii) the Mortgagor enjoys the quiet and peaceful possession of the Ground Leasehold Estate subject only to Section 9.10 pay Permitted Liens; (iv) to the best of Mortgagor's knowledge, there is no material default under the Ground Leasehold by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Ground Lease; (v) except to the extent nonpayment would not have a Material Adverse Effect, all rents, additional rents rents, and other sums required to be due and payable under the Ground Lease have been paid by Borrower, in full except as tenant permitted under and pursuant to the provisions express terms of the Ground Lease, (iivi) diligently perform and observe all to the best of Mortgagor's knowledge, no Person has commenced any action or given or received any notice for the purpose of terminating such Ground Lease, (vii) the consummation of the termstransactions contemplated hereby will not result in any breach of, covenants and conditions or constitute a default under, the Ground Lease, (viii) all actions which must be taken for Mortgagee to have the rights of a leasehold mortgagee or mortgagee pursuant to the Ground Lease on the part of Borrower, as tenant thereunderhave been taken and completed, (iiiix) promptly notify Lender the Mortgagor or any Affiliate thereof has not granted any other leasehold mortgage or made any other assignment, pledge or hypothecation of the giving of any notice by the landlord its interest under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five Lease; (5x) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or a memorandum thereof has been duly recorded; (xi) the Ground Lease permits the interest of the lessee thereunder to be encumbered by the Security Instrument; (xii) the Ground Lease is not subject to any notice thereofLiens (other than Permitted Liens) superior to, or of equal priority with, the Security Instrument; (xiii) the Ground Lease, either by its express terms or after giving effect to any estoppel and deliver to Lender a true copy of such notice within five consent agreement, [(5v) Business Days of Borrower’s receipt. Borrower shall notcannot be cancelled, terminated, surrendered or amended without the prior written consent of LenderMortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, (w) requires Fee Owner to enter into a new lease on similar terms and if Borrower shall default in the performance or observance of any term, covenant or condition conditions upon termination of the Ground Lease on the part of Borrowerfor any reason, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions including rejection of the Ground Lease on in a proceeding under the part Bankruptcy Code or any other Creditors Rights Laws; (x) is assignable upon notice to, but without the consent of, the Fee Owner and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of Borrower to be performed or observed on behalf Fee Owner, (y) provides that notice of Borrower, to the end that the rights of Borrower in, to and termination given under the Ground Lease shall be kept unimpaired is not effective against Mortgagee or any Secured Party unless a copy of such notice has been delivered to Mortgagee in the manner described in the Ground Lease and free from default. If (z) provides that Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the landlord interest of the Mortgagor under the Ground Lease shall deliver Leases) to Lender a copy of cure any notice of default under the Ground Lease, such which is curable after the receipt of notice shall constitute full protection to Lender for of any action taken or omitted default, before Fee Owner may terminate the Ground Lease;] (xiv) the Ground Lease has a term which extends [not less than twenty-five (25) years] beyond the date on which no Secured Obligations continue to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew outstanding; (xv) under the term terms of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercisedLease, and Borrower hereby expressly authorizes the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; and appoints Lender its attorney-in-fact to exercise any such option in [(xvi) the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestGround Lease does not impose restrictions on subletting.]

Ground Lease. (a) With respect to each Ground LeaseThe occurrence of a default by KBSII 2500 Regxxx Xxxxxxxxx, Borrower shall (i) subject to Section 9.10 pay all rentsXXX, additional rents and other sums required to be paid by Borrowerxs lessee, 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 Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower and the continuation thereof beyond the later of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5i) Business Days of receipt and thirty (iv30) 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if 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 cure the same prior to days beyond the expiration of any applicable notice and cure period (provided thereundersuch default has not been cured by KBSII 2500 Regxxx Xxxxxxxxx, Lender shall have XXX xxring such period) and (ii) ten (10) Business Day following 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 termination of the Ground Lease on by Ground Lessor (such later date being referred to herein as the part of Borrower “Ground Lease Cure Date”); provided, however, that no Default shall be deemed to have occurred hereunder if Borrowers cause the Ground Leased Property to be performed released from the lien of the Security Documents in accordance with the provisions of Section 2.10 above on or observed on behalf before the Ground Lease Cure Date. If, however, (i) Ground Lessor has not terminated the Ground Lease as the result of Borroweran uncured default by KBSII Regent Boulevard, LLC, by the date which is six (6) months after the expiration of the cure period applicable to such default and (ii) the end Ground Leased Property has not then been released from the lien of the Security Documents in accordance with Section 2.10 above, then Borrowers shall cause to be delivered to Administrative Agent confirmation from Ground Lessor, in the form of a writing acceptable to Administrative Agent, that the rights of Borrower in, to and applicable default under the Ground Lease has been waived by Ground Lessor. Borrowers’ failure to deliver such confirmation shall be kept unimpaired and free from defaultconstitute a Default hereunder. If Notwithstanding anything to the landlord contrary, the foregoing shall not in any way limit Administrative Agent’s right to cure any default by KBSII Regent Boulevard, LLC, under the Ground Lease shall deliver during the cure period applicable thereto and Borrowers hereby specifically authorize Administrative Agent to Lender a copy of any notice of default under effect such cure, as contemplated by the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term terms of the Ground Lease upon demand and the Estoppel Certificate Agreement executed by Lender made at any time within ninety (90) days prior to Ground Lessor for the last day upon which any such option may be exercisedbenefit of Administrative Agent and Lenders, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do sodated January 7, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.2011

Ground Lease. (a) With respect Redding Sundial Borrower represents and warrants to each Ground Lease, Borrower shall Administrative Agent and the Lenders that (i) subject to Section 9.10 pay all rentsa true, additional rents complete and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions correct copy of the Ground Lease, together with all amendments thereto, has been delivered to Administrative Agent; (ii) diligently perform the Ground Lease is valid and observe all in and full force and effect; (iii) the interests of Redding Sundial Borrower under the Ground Lease has not been assigned or pledged, other than pursuant to a Mortgage, and is not subject to any Lien, other than the Lien of the termsapplicable Mortgage; (iv) Redding Sundial Borrower’s interest under the Ground Lease is assignable to Administrative Agent without the written consent of Ground Lessor, covenants and conditions is further assignable by Administrative Agent without Ground Lessor’s consent; (v) under the terms of the Ground Lease on and this Agreement, taken together, any insurance proceeds and Awards paid with respect to the part Redding Sundial Project or the interest of Borrower, as tenant thereunder, (iii) promptly notify Lender Xxxxxxx Sundial Borrower therein will be applied either to the repair or restoration of all or a portion of the giving of any notice by Redding Sundial Project, with Administrative Agent having the landlord under right to hold and disburse the Ground Lease proceeds as the repair or restoration progresses, or to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency the payment of the landlord under the Obligations; (vi) [reserved]; (vii) neither Redding Sundial Borrower nor 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. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or Lessor is in writing, and if 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 cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such nor is there any event or circumstance that, with the giving of notice shall or passage of time, would constitute full protection to Lender for any action taken a default under the Ground Lease; (viii) no notice of termination or omitted default has been given or received by Redding Sundial Borrower under the Ground Lease; and (ix) Redding Sundial Borrower has paid all sums payable and Redding Sundial Borrower has performed all obligations required to be taken performed by Lender, in good faith, in reliance thereon. Redding Sundial Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.thereunder.. [Summit Healthcare] 47