Common use of The Ground Lease Clause in Contracts

The Ground Lease. (a) With respect to each Ground Lease, Pledgor shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Pledgor, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, Borrower as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed at least three (3) days prior to the expiration of any applicable grace period therein provided, and (iii) promptly notify Lender of the giving of any written notice by the landlord lessor under the applicable Ground Lease to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receiptnotice. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable any Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail and Borrower hereby assigns to object to, any attempt by any Fee OwnerLender, as debtor in possession or by a trustee further security for such Fee Ownerthe payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of the Security Agreement and this Agreement, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease and clear 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 under section 363(f) without the prior consent of the Bankruptcy Code or otherwise. Pledgor Lender shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Security Agreement and this Agreement and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Lender will give prior written notice thereof to Borrower before the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the rights of tenants, subtenants and other occupants under the leases, Lender and any person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon the Ground Lease Property at any reasonable time, on reasonable notice and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Security Agreement. If the lessor under any Ground Lease shall deliver to Lender a copy of any notice of default sent by said lessor to Borrower, as tenant under such 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and if Borrower shall fail to do so, 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Lender shall not require Borrower to exercise such option to extend or renew the term of the Ground Lease unless such option to extend or renew is, by the terms of the Ground Lease, exercisable within two (2) years of the Maturity Date. Borrower will not subordinate or consent to the subordination of any Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Ground Lease Property, unless, in each such case, the written consent of Lender shall have been first had and obtained, which approval shall not unreasonably be withheld, it being acknowledged by Lender that the Ground Lease in the form in effect as of the date hereof provides for such subordination.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after Borrower's receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter alter, amend or amend waive any material term of any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If if Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Borrower shall cause Mortgage Borrower to (or cause Operating Lessee to) permit Lender to to, but Lender shall not have the right to 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days days of PledgorBorrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter alter, amend or amend waive any material term of any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Lender shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. The provisions of this Article 28 shall apply and be controlling notwithstanding anything to the contrary contained herein if Lessor owns its interest in the Land or Improvements through a ground or building lease. All of the terms of the lease or leases (aif any) With respect described in Exhibit "A" attached hereto (collectively referred to herein as the "GROUND LEASE") are hereby incorporated into and made a part of this Lease as if stated at -82- 91 length herein. The parties hereto agree that wherever the word "LAND" appears in this Lease, the same shall be deemed to mean the premises demised by the Ground Lease. Lessee shall have the benefit of each and every covenant and agreement made by the lessor under the Ground Lease ("GROUND LESSOR"), to Lessor under the Ground Lease and Lessee accepts this Lease subject to, all of the terms, covenants, conditions and agreements contained in the Ground Lease. In the event that the consent of the Ground Lessor is required in connection with the transactions contemplated by the Master Hotel Agreement and/or this Lease, and such consent has not been obtained effective as of the Commencement Date, then Lessor shall have the option to terminate this Lease, without payment of a Termination Fee or other premium or penalty, immediately (and effective as of the earliest date required to avoid any default under the Ground Lease by Lessor) upon (i) notice to Lessee that the Ground Lessor has declared Lessor to be in default under the Ground Lease and (ii) execution of a management agreement with Lessee (or its Manager, at Lessee's request) upon such terms as are required to provide Lessee (or Manager, as the case may be) with the same Net Economic Benefit (as defined in the Master Hotel Agreement) as would have this Lease in accordance with its terms, other than this sentence. Lessor shall pay directly to Ground Lessor all rent due from Lessor to Ground Lessor under the terms of the Ground Lease when due. In the event of conflicts between the terms of this Lease and the terms of the Ground Lease, Pledgor the terms of the Ground Lease shall cause Mortgage Borrower control. To the extent any of the provisions of the Ground Lease impose a greater obligation on Lessor than the corresponding provisions of this Lease, then Lessor shall be obligated to comply with the provisions of the Ground Lease (other than obligations for which Lessee is specifically responsible hereunder). To the extent any of the provisions of the Ground Lease impose a greater obligation on Lessee than the corresponding provisions of this Lease, then Lessee shall be obligated to comply with the provisions of the Ground Lease (other than obligations for which Lessor is specifically responsible hereunder). Any obligations set forth in the Ground Lease not specifically allocated by this Lease shall be apportioned according to the relative responsibilities of Lessor and Lessee hereunder. Notwithstanding the generality of the foregoing, Lessor and Lessee agree that nothing in this Lease shall be deemed to affect or modify any requirements of the Ground Lease with regard to (i) pay all rents, additional rents necessary consents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to approvals of the provisions of each Ground Lease, Lessor or (ii) diligently perform requirements of records retention as set forth in the Ground Lease. Lessee and observe all Lessor covenant and agree with each other that neither shall do anything which shall have the effect of creating a breach on the part of Lessor, its successors and assigns, of any of the terms, covenants and conditions of each the Ground Lease. Notwithstanding the foregoing, in the event that Ground Lessor shall fail or refuse to comply with any of the respective provisions of the Ground Lease despite Lessor's good faith reasonable efforts to obtain such compliance and Lessor is not in default under the Ground Lease, Lessor shall have no liability on account of any such failure or refusal, provided that Lessee shall have the option to request that Lessor assign to Lessee, and Lessee shall have, the right to exercise in its own name (and not that of Lessor) all of the rights to enforce compliance on the part of Mortgage BorrowerGround Lessor as are available to Lessor. Lessor hereby agrees to cooperate with and execute and deliver, as tenant thereunderall at Lessee's expense, (iii) promptly notify Lender of the giving of any notice all instruments and information reasonably required by the landlord under the applicable Ground Lease Lessee in order to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each enforce 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Pledgor, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercisedcompliance.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, ---------------- additional rents and other sums required to be paid by Mortgage Borrower, as tenant under in accordance with, and pursuant to subject to, the provisions of each the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receiptnotice. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any respect, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one (1) year 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor (i) Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of PledgorBorrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or materially modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Lender shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground Lease, the Miami Lease and the Miramar Parcel Lease (except as otherwise provided in Section 7.4 hereof), (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the a landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender upon learning of any bankruptcy, reorganization or insolvency of the a landlord under the applicable a Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of PledgorMortgage Borrower’s receipt. Notwithstanding the foregoing, together so long as the Monthly Ground Rent Deposit is duly deposited in accordance with copies the Mortgage Loan Documents and no Event of all noticesDefault shall have occurred and be continuing, pleadings, schedules Borrower shall be deemed to have satisfied the then-current obligations of clause (i) above. Borrower shall not and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall notcause Mortgage Borrower not to, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the any leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by and if a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of a Mortgage Borrower, as tenant thereunder, and Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorMortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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, unless Lender’s action constitutes gross negligence, fraud, illegal acts or willful misconduct. Pledgor Borrower shall, and shall cause Mortgage Borrower to to, exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one six (16) year months 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 cause Mortgaged Borrower to exercise any such option in the name of and upon behalf of Mortgage Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor (i) Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of PledgorBorrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or materially modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Lender shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actionsaction. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised.

The Ground Lease. The provisions of this Article 42 shall apply and be controlling notwithstanding anything to the contrary contained herein if Lessor owns its interest in the Land or Improvements through a ground or building lease. All of the terms of the lease or leases described in Exhibit "B" attached hereto (a) With respect collectively referred to each herein as the "Ground Lease") are hereby incorporated into and made a part of this Lease as if stated at length herein. The parties hereto agree that wherever the words "Land" appear in this Lease, Pledgor the same shall cause Mortgage Borrower be deemed to (i) pay all rents, additional rents and other sums required to be paid mean the premises demised by Mortgage Borrower, as tenant under and pursuant to the provisions Ground Lease. Lessee shall have the benefit of each and every covenant and agreement made by the lessor under the Ground Lease ("Ground Lessor"), to Lessor under the Ground Lease and Lessee accepts this Lease subject to, all of the terms, covenants, conditions and agreements contained in the Ground Lease. Lessor shall pay directly to Ground Lessor all rent due from Lessor to Ground Lessor under the terms of the Ground Lease when due. Lessee and Lessor covenant and agree with each other that neither shall do anything which shall have the effect of creating a breach on the part of Lessor, (ii) diligently perform its successors and observe all assigns, of any of the terms, covenants and conditions of each the Ground Lease. Notwithstanding the foregoing, in the event that Ground Lessor shall fail or refuse to comply with any of the respective provisions of the Ground Lease despite Lessor's good faith reasonable efforts to obtain such compliance and Lessor is not in default under the Ground Lease, Lessor shall have no liability on account of any such failure or refusal, provided that Lessee shall have the option to request that Lessor assign to Lessee, and Lessee shall have, the right to exercise in its own name (and not that of Lessor) all of the rights to enforce compliance on the part of Mortgage BorrowerGround Lessor as are available to Lessor. Lessor hereby agrees to cooperate with and execute and deliver, as tenant thereunderall at Lessee's expense, (iii) promptly notify Lender of the giving of any notice all instruments and information required by the landlord under the applicable Ground Lease Lessee in order to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each enforce 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Pledgor, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercisedcompliance.

The Ground Lease. Borrower shall (a) With respect to each Ground Lease, Pledgor shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums Ground Rent required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such Ground Rent is due and payable, (iib) diligently perform and observe (in all material respects) all of the material terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided, and (iiic) promptly notify Lender Administrative Agent of the giving of any written notice by the landlord ground lessor under the applicable Ground Lease to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the material terms, covenants or 106 conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed and deliver to Lender Administrative Agent a true copy of each such notice within five notice. Except as otherwise provided in this Agreement (5including but not limited to subsection (3) Business Days of receipt and (iv) promptly notify Lender of any bankruptcybelow), reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of LenderAdministrative Agent, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Borrower hereby assigns to object to, any attempt by any Fee OwnerAdministrative Agent for the benefit of the Lenders, as debtor in possession or by a trustee further security for such Fee Ownerthe payment of the Debt and for the performance and observance of the terms, covenants and conditions of the Mortgage and this Agreement, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect and clear 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 under section 363(f) in any material respect without the prior consent of the Bankruptcy Code or otherwise. Pledgor Administrative Agent shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing Borrower from any of its obligations hereunder, Administrative Agent shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, upon reasonable notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that Lender even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Administrative Agent shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Administrative Agent will promptly notify Borrower of the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any Reciprocal Easement Agreement or any Permitted Encumbrance, Administrative Agent and any Person designated as Administrative Agent’s agent by Administrative Agent shall have, and are hereby granted, the right to peaceably enter upon the applicable Individual Property at any reasonable time, on reasonable notice and from time to time upon prior reasonable notice for the purpose of taking any such action. Administrative Agent may pay and expend such sums of money as Administrative Agent reasonably, in good faith, deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrower hereby agrees to pay to Administrative Agent within five (5) Business Days after demand, all actual out-of-pocket such sums so paid and expended by Administrative Agent, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the ground lessor under the Ground Lease shall deliver to Lender Administrativ e Agent a copy of any notice of default sent by said ground lessor to Borrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by LenderAdministrative Agent, in good faith, in reliance thereon. Pledgor Borrower shall cause Mortgage Borrower to exercise each 107 individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender Administrative Agent made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Except to the extent required by the terms of the Ground Lease, 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 applicable Individual Property, unless, in each such case, the written consent of Administrative Agent shall have been first had and obtained, which approval shall not unreasonably be withheld, conditioned or delayed.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after Borrower's receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter alter, amend or amend waive any material term of any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Lender shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor (a) Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after Borrower's receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor Lender shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground Lease, provided, however, that Borrower's obligation to directly pay Ground Rents shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.6 hereof, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender upon learning of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after Borrower's receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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, unless Lender's action constitutes gross negligence or willful misconduct. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one six (16) year months 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 - 91 - name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each The Portsmouth Borrower as lessee under the Ground Lease, Pledgor Lease (“Ground Tenant”) shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums Ground Rent required to be paid by Mortgage BorrowerGround Tenant, as tenant under and pursuant to the provisions of each the Ground Lease, as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage BorrowerGround Tenant, as tenant thereunder, to be performed and observed, prior to the expiration of any applicable grace period therein provided, and (iii) promptly notify Lender of the giving of any written notice by the landlord under the applicable Ground Lease Lessor to Mortgage Borrower Ground Tenant of any default by Mortgage BorrowerGround Tenant in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Ground Tenant, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice within five (5notice. Subject to Section 5.2.11(b) Business Days of receipt and (iv) promptly notify Lender of any bankruptcybelow, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Tenant shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Ground Tenant hereby assigns to object to, any attempt by any Fee OwnerLender, as debtor in possession or by a trustee further security for such Fee Ownerthe payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the related Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Ground Tenant, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and clear 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 under section 363(f) in any material adverse respect without the prior consent of the Bankruptcy Code or otherwise. Pledgor Lender shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower Ground Tenant shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage BorrowerGround Tenant, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the related Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder, Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower Ground Tenant, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorGround Tenant, to the end that the rights of Mortgage Borrower Ground Tenant in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that even though the existence of such event of default or the nature thereof be questioned or denied by Ground Tenant or by any party on behalf of Ground Tenant. If Lender shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Ground Tenant three (3) days after the making of any such actionspayment, the performance of any such act or the taking of any such action, unless a shorter period is required to preserve the Ground Lease. In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any reciprocal easement agreement, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon the related Individual Property at any reasonable time, on reasonable notice (which may be given verbally) and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of Ground Lessor under the Ground Lease. Ground Tenant hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the related Mortgage. If the landlord under the applicable Ground Lease Lessor shall deliver to Lender a copy of any notice of default sent by Ground Lessor to Ground Tenant, as tenant under such 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. Pledgor Ground Tenant shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised, and if Ground Tenant shall fail to do so, Ground Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Ground Tenant, which power of attorney shall be irrevocable, shall be deemed to be coupled with an interest with full power of substitution. Ground Tenant will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in Ground Lessor’s interest in all or any part of the Individual Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.

The Ground Lease. The applicable Borrower shall (a) With respect to each Ground Lease, Pledgor shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums Ground Rent required to be paid by Mortgage such Borrower, as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such Ground Rent is due and payable, (iib) diligently perform and observe (in all material respects) all of the material terms, covenants and conditions of each the Ground Lease on the part of Mortgage such Borrower, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided, and (iiic) promptly notify Lender Administrative Agent of the giving of any written notice by the landlord ground lessor under the applicable Ground Lease to Mortgage such Borrower of any default by Mortgage such Borrower in the performance or observance of any of the material terms, covenants or conditions of the Ground Lease on the part of such Borrower, as tenant thereunder, to be performed or observed and deliver to Lender Administrative Agent a true copy of each such notice within five notice. Except as otherwise provided in this Agreement (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcyincluding Section 9.24(3)), reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall notno Borrower shall, without the prior consent of LenderAdministrative Agent, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and each Borrower hereby assigns to object to, any attempt by any Fee OwnerAdministrative Agent for the benefit of the Lenders, as debtor in possession or by a trustee further security for the payment of the Debt and for the performance and observance of the Obligations of Borrower Parties under the Loan Documents, all of the rights, privileges and prerogatives of such Fee OwnerBorrower, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect and clear 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 under section 363(f) in any material respect without the prior consent of the Bankruptcy Code Administrative Agent shall be void and of no force or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage any Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage such Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Loan Documents and without waiving or releasing any Borrower Party from any of its obligations under any Loan Document, Administrative Agent shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, upon reasonable notice to Borrowers, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower such Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Pledgorsuch Borrower, to the end that the rights of Mortgage such Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that Lender even though the existence of such event of default or the nature thereof be questioned or denied by any Borrower or by any party on behalf of any Borrower. If Administrative Agent shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Administrative Agent will promptly notify Borrowers of the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any Reciprocal Easement Agreement or any Permitted Encumbrance, Administrative Agent and any Person designated as Administrative Agent’s agent by Administrative Agent shall have, and are hereby granted, the right to peaceably enter upon the applicable Individual Property at any reasonable time, on reasonable notice and from time to time upon prior reasonable notice for the purpose of taking any such action. 104 Administrative Agent may pay and expend such sums of money as Administrative Agent reasonably, in good faith, deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrowers hereby agree to pay to Administrative Agent within five (5) Business Days after demand, all reasonable and actual out‑of‑pocket such sums so paid and expended by Administrative Agent, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage and the other Loan Documents. If the ground lessor under the Ground Lease shall deliver to Lender Administrative Agent a copy of any notice of default sent by said ground lessor to any Borrower, as tenant under such the Ground Lease, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by LenderAdministrative Agent, in good faith, in reliance thereon. Pledgor Each Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender Administrative Agent made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and if any Borrower shall fail to do so, such Borrower hereby expressly authorizes and appoints Administrative Agent its attorney‑in‑fact to exercise any such option in the name of and upon behalf of such Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Except to the extent required by the terms of the Ground Lease, no Borrower will 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 applicable Individual Property, unless, in each such case, the written consent of Administrative Agent shall have been first had and obtained, which approval shall not unreasonably be withheld, conditioned or delayed.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor shall cause Mortgage Borrower to (i) The Debtor will promptly pay or cause to be paid all rents, additional rents and other sums required to be paid by Mortgage Borrowercharges as and when the same become due, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each required to be paid, performed and observed by the Debtor as lessee under the Ground Lease, within the period provided in the Ground Lease on (provided, however, that the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender aforesaid covenant of the giving of any notice by the landlord under the applicable Ground Lease Debtor shall be deemed to Mortgage Borrower of any default by Mortgage Borrowerrequire that all such rents, as tenant thereunderadditional rents and other charges be paid, and deliver to Lender a true copy of each all such notice within terms, covenants and conditions be performed and observed, no later than five (5) Business Days in the case of receipt a performance covenant (and no later than three (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (53) Business Days in the case of Pledgor’s receipta payment obligation) prior to the date that the failure to make such payment or perform and observe such terms, together with copies covenants and conditions, would constitute a default under the Ground Lease), and will do all things necessary to preserve and keep unimpaired its rights under the Ground Lease. The Debtor will furnish the Mortgagee, upon demand, proof of payment of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall not, without the prior consent of Lender, (x) cause Mortgage Borrower items which are required to surrender the leasehold estate created be paid by the applicable Debtor pursuant to the Ground Lease or terminate or cancel any and proof of payment of which is required to be given to the lessor under the Ground Lease. To the extent that the Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail shall grant to object to, any attempt by any Fee Ownerthe Debtor, as debtor in possession lessee thereunder, the privilege to postpone or by defer the payment of any sum required to be paid thereunder, the failure of the Debtor to pay the same shall not constitute a trustee for such Fee Owner, to sell or transfer default hereunder if and so long as the Fee Estate Debtor shall faithfully comply with respect to any Ground Lease free all of the conditions and clear other requirements of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to the exercise of such privilege. The Debtor shall not waive any of its rights under the Ground Lease free and clear of Lease, or refrain from exercising any right or remedy accorded to it under the Ground Lease under section 363(f) on account of any default by the lessor thereunder, or release the lessor from any liability or condone or excuse any improper actions of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) lessor thereunder without first obtaining the written consent of the Bankruptcy Code. If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Pledgor, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under 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. Pledgor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercisedMortgagee.

The Ground Lease. The applicable Property Guarantor shall (a) With respect to each Ground Lease, Pledgor shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums Ground Rent required to be paid by Mortgage Borrowersuch Property Guarantor, as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such Ground Rent is due and payable, (iib) diligently perform and observe (in all material respects) all of the material terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrowersuch Property Guarantor, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided, and (iiic) promptly notify Lender Administrative Agent of the giving of any written notice by the landlord ground lessor under the applicable Ground Lease to Mortgage Borrower such Property Guarantor of any default by Mortgage Borrowersuch Property Guarantor in the performance or observance of any of the material terms, covenants or conditions of the Ground Lease on the part of such Property Guarantor, as tenant thereunder, to be performed or observed and deliver to Lender Administrative Agent a true copy of each such notice within five notice. Except as otherwise provided in this Agreement (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcyincluding Section 9.24(3)), reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor shall notno Property Guarantor shall, without the prior consent of LenderAdministrative Agent, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and each Property Guarantor hereby assigns to object to, any attempt by any Fee OwnerAdministrative Agent for the benefit of the Lenders, as debtor in possession or by a trustee further security for the payment of the Debt and for the performance and observance of the Obligations of Borrower Parties under the Loan Documents, all of the rights, privileges and prerogatives of such Fee OwnerProperty Guarantor, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect and clear 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 under section 363(f) in any material respect without the prior consent of the Bankruptcy Code Administrative Agent shall be void and of no force or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower any Property Guarantor shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrowersuch Property Guarantor, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Loan Documents and without waiving or releasing any Borrower Party from any of its obligations under any Loan Document, Administrative Agent shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, upon reasonable notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower such Property Guarantor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Pledgorsuch Property Guarantor, to the end that the rights of Mortgage Borrower such Property Guarantor in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that Lender even though the existence of such event of default or the nature thereof be questioned or denied by any Borrower Party or by any party on behalf of any Borrower Party. If Administrative Agent shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Administrative Agent will promptly notify Borrower of the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any Reciprocal Easement Agreement or any Permitted Encumbrance, Administrative Agent and any Person designated as Administrative Agent’s agent by Administrative Agent shall have, and are hereby granted, the right to peaceably enter upon the applicable Individual Property at any reasonable time, on reasonable notice and from time to time upon prior reasonable notice for the purpose of taking any such action. Administrative Agent may pay and expend such sums of money as Administrative Agent reasonably, in good faith, deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrower hereby agrees to pay to Administrative Agent within five (5) Business Days after demand, all reasonable and actual out-of-pocket such sums so paid and expended by Administrative Agent, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage and the other Loan Documents. If the ground lessor under the Ground Lease shall deliver to Lender Administrative Agent a copy of any notice of default sent by said ground lessor to any Property Guarantor, as tenant under such the Ground Lease, such notice shall constitute full protection to Lender Administrative Agent for any action taken or omitted to be taken by LenderAdministrative Agent, in good faith, in reliance thereon. Pledgor Each Property Guarantor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender Administrative Agent made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and if any Property Guarantor shall fail to do so, such Property Guarantor hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of such Property Guarantor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Except to the extent required by the terms of the Ground Lease, no Property Guarantor will 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 applicable Individual Property, unless, in each such case, the written consent of Administrative Agent shall have been first had and obtained, which approval shall not unreasonably be withheld, conditioned or delayed.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Mortgagor shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, Mortgagor as tenant ground lessee under and pursuant to the provisions of each the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage BorrowerMortgagor, as tenant ground lessee thereunder, to be performed and observed, unless such performance or observance shall be waived or not required in writing by the ground lessor under the Ground Lease, to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgagor, as ground lessee, under the Ground Lease, and (iii) promptly (but in no event later than five (5) business days after notice thereof) notify Lender Mortgagee of the giving of any notice by the landlord ground lessor under the applicable Ground Lease to Mortgage Borrower Mortgagor of any default by Mortgage BorrowerMortgagor in the -5- 110 performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Mortgagor, as tenant ground lessee thereunder, to be performed or observed, and deliver to Lender Mortgagee 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receiptnotice. Pledgor Mortgagor shall not, without the prior consent of LenderMortgagee, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Mortgagor hereby assigns to object to, any attempt by any Fee OwnerMortgagee, as debtor in possession or by a trustee further security for such Fee Ownerthe payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as ground lessee under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and clear 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 under section 363(f) without the prior consent of the Bankruptcy Code or otherwise. Pledgor Mortgagee shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower Mortgagor shall default in the performance or observance of any term, covenant or condition of any the Ground Lease on the part of Mortgage BorrowerMortgagor, as tenant ground lessee thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower Mortgagor, as ground lessee thereunder, to be performed or observed to be promptly performed or observed on behalf of PledgorMortgagor, to the end that the rights of Mortgage Borrower Mortgagor in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, howeverand Mortgagor shall upon demand of Mortgagee reimburse Mortgagee for all sums so paid by Mortgagee and for all expenses (including, that Lender reasonable attorneys fees) actually incurred by Mortgagee in taking any such action, together with interest thereon at the Default Rate. If Mortgagee shall have no such obligation to make any payment or perform any act or take any action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such actionspayment, the performance of any such act, or the taking of any such action. In any such event, Mortgagee its agents and employees shall have, and are hereby granted, the right to enter upon the Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the landlord ground lessor under the applicable Ground Lease shall deliver to Lender Mortgagee a copy of any notice of default sent by said ground lessor to Mortgagor, as ground lessee under such the Ground Lease, such notice shall constitute full protection to Lender Mortgagee for any action taken or omitted to be taken by LenderMortgagee, in good faith, in reliance thereon. Pledgor Mortgagor shall, from time to time, use commercially reasonable best efforts to obtain from the ground lessor under the Ground Lease such certificates of estoppel with respect to compliance by Mortgagor with the terms of the Ground Lease as may be requested by Mortgagee, to the extent the ground lessor is obligated to provide such certificates of estoppel pursuant to the terms and provisions of the Ground Lease. Mortgagor shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender Mortgagee made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise, either jointly or individually, any such option in the name of and upon behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.]***

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such rent or other charge is payable (provided, however, that Borrower will not be required to pay the same if there are funds in the Tax, Insurance and Ground Rent Escrow Fund), (ii) diligently perform and observe in a timely manner all of the material terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed, and (iii) promptly notify Lender of the giving of any written notice by the landlord lessor under the applicable Ground Lease to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receiptnotice. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Borrower hereby assigns to object to, any attempt by any Fee OwnerLender, as debtor in possession or by a trustee further security for such Fee Ownerthe payment of the Debt and for the performance and observance of the terms, covenants and conditions of the Mortgage and this Agreement, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, in any material respect (such remedies only to be exercised by Lender after the occurrence and clear during the continuance of an Event of Default) and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease under section 363(f) in any material respect without the prior consent of the Bankruptcy Code or otherwise. Pledgor Lender shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, upon five (5) Business Days notice to Borrower to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall have no such obligation to make any payment (excluding payments of Ground Rents from the Tax, Insurance and Ground Rent Escrow Fund) or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the terms of the Leases, Lender and any person designated as Lender's agent by Lender shall have, and are hereby granted, the right to enter upon Property at any reasonable time, on reasonable notice time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrower hereby agrees to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender (excluding payments of Ground Rents from the Tax, Insurance and Ground Rent Escrow Fund), together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the lessor under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said lessor to Borrower, as tenant under such 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. Pledgor shall cause Mortgage Borrower will not subordinate or consent to exercise each individual option, if any, to extend or renew the term subordination of each the Ground Lease upon demand by to any mortgage, security deed, lease or other interest on or in the landlord's interest in all or any part of the Ground Lease Parcel, unless, in each such case, the written consent of Lender made at any time within one (1) year prior to the last day upon shall have been first had and obtained, which any such option may approval shall not unreasonably be exercisedwithheld.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums Ground Rent required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground Lease, as and when such rent or other charge is payable, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed, at least three (3) days prior to the expiration of any applicable grace period therein provided, and (iii) promptly notify Lender of the giving of any written notice by the landlord under the applicable Ground Lease Lessor to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, 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 applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receiptnotice. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Borrower hereby assigns to object to, any attempt by any Fee OwnerLender, as debtor in possession or by a trustee further security for such Fee Ownerthe 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 sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and clear 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 under section 363(f) in any material respect without the prior consent of the Bankruptcy Code or otherwise. Pledgor Lender shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, 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, Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower three (3) days after the making of any such actionspayment, the performance of any such act or the taking of any such action, unless a shorter period is required to preserve the Ground Lease. If In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon the Property at any reasonable time, on reasonable notice (which may be given verbally) and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease Lease. Borrower hereby agrees to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If Ground Lessor shall deliver to Lender a copy of any notice of default sent by said lessor to Borrower, as tenant under such 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of the Borrower, which power of attorney shall be irrevocable, shall be deemed to be coupled with an interest with full power of substitution. 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 Ground Lessor’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, ---------------- additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender upon learning of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after Borrower's receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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, unless Lender's action constitutes gross negligence or willful misconduct. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one six (16) year months 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground Lease, the Miami Lease and the Miramar Parcel Lease provided, however, that Borrower’s obligation to directly pay Ground Rents shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.6 hereof, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the applicable 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 (5) Business Days of receipt and (iv) promptly notify Lender upon learning of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of PledgorBorrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Pledgor shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. If Mortgage if Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right 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 such the Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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, unless Lender’s action constitutes gross negligence, fraud, illegal acts or willful misconduct. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one six (16) year months 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

The Ground Lease. (a) With respect to each Ground Lease, Pledgor Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each the Ground LeaseLease as and when such rent or other sums are due and payable, (ii) diligently perform and observe all of the terms, covenants and conditions of each the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided, and (iii) promptly notify Lender of the giving of any written notice by the landlord ground lessor under the applicable Ground Lease to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed and deliver to Lender a true copy of each such notice within five notice. Except as otherwise provided in this Agreement (5including but not limited to subsection (c) Business Days of receipt and (iv) promptly notify Lender of any bankruptcybelow), reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Pledgor’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Pledgor in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Pledgor Borrower shall not, without the prior consent of Lender, (x) cause Mortgage Borrower to surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any the Ground Lease or modify, change, supplement, alter or amend any the Ground Lease, in any material respect, either orally or in writing, or (y) consent to, acquiesce in, or fail and Borrower hereby assigns to object to, any attempt by any Fee OwnerLender, as debtor in possession or by a trustee further security for such Fee Ownerthe payment of the Debt and for the performance and observance of the terms, covenants and conditions of the Mortgage and this Agreement, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to sell or transfer surrender the Fee Estate with respect to any leasehold estate created by the Ground Lease free or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect and clear 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 under section 363(f) in any material respect without the prior consent of the Bankruptcy Code or otherwise. Pledgor Lender shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free be void and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, no force and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Codeeffect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of any the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Agreement and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Pledgor shall permit Lender to have the right right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of such the Ground Lease on the part of Mortgage Borrower Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of PledgorBorrower, to the end that the rights of Mortgage Borrower in, to and under such the Ground Lease shall be kept unimpaired as a result thereof and free from default; provided, however, that even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall have no such obligation to make any payment or perform any act or take action in accordance with the preceding sentence, Lender will promptly notify Borrower of the making of any such actionspayment, the performance of any such act, or the taking of any such action. If In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases, Lender and any person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to peaceably enter upon the Property at any reasonable time, on reasonable notice and from time to time upon prior reasonable notice for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably, in good faith, deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the applicable Ground Lease. Borrower hereby agrees to pay to Lender within five (5) Business Days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the ground lessor under the Ground Lease shall deliver to Lender a copy of any notice of default sent by said ground lessor to Borrower, as tenant under such 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. Pledgor Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each the Ground Lease upon demand by Lender made at any time within one (1) year prior to of the last day upon which any such option may be exercised, and if Borrower shall fail to do so, 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, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained, which approval shall not unreasonably be withheld, conditioned or delayed.