Common use of Ground Lease Escrow Fund Clause in Contracts

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such Ground Rent at least ten (10) Business Days prior to the date due (said amount, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “Ground Lease Escrow Fund”). During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4, Lender will apply the Ground Lease Escrow Fund to payments of the Ground Rent. Upon a Cash Sweep Cure, Borrower shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with pay to Lender, in cash or cash equivalent together with the Monthly Debt Service Payment Amount, an amount (including a Letter of Credit), the “Monthly Ground Rent Deposit”) that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the “Ground Rent”) which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, hereinafter called the “Ground Lease Escrow Fund”). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower’s failure to pay any period in which Ground Rent is being escrowed on a monthly basis after the receipt of any notice and at least ten (10) days prior to the expiration of any cure period available to Borrower pursuant to this Section 7.4the Ground Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Cure; provided however, Borrower that the provisions of this Section 7.6 shall deposit with not be deemed to create any obligation on the part of Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the pay any such Ground Rent which may be due during the month immediately following the month from amounts on deposit in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any Such deposit may be increased by Lender in the amount remaining Lender deems is necessary in its reasonable discretion based on any increases in the Ground Lease Escrow Fund after Rent due under the Debt has been paid in full or Ground Lease. In the event an Individual Property subject to a Ground Lease is released from the Lien of its related Security Instrument in accordance with Section 2.5 hereof, (a) any amount held in the Ground Lease has been released Rent Account and allocated for such Individual Property shall be returned to Borrower. In allocating Borrower and (b) the Monthly Ground Rent Deposit shall be reduced by the monthly deposit allocated for such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. (a) On the Closing Datedate hereof, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter Lender an amount equal to one-twelfth of Credit), the Ground Rent annual amount of all rent and any and all other charges which may be due by Borrower under the Ground Leases during the month immediately following calendar year (said amount, hereinafter called the month in which "Ground Rent Deposit" and all such amounts deposited with Lender, hereinafter called, collectively, the Closing Date occurs (the “Initial "Ground Lease Escrow Deposit”Fund"). ThereafterSuch Ground Rent Deposit may be increased by Lender in the amount Lender deems is necessary in its reasonable discretion based on any increases in the rent due under any of the Ground Leases. In lieu of making or in substitution of the Ground Rent Deposit required pursuant to this Section 3.1(d), Borrower may deliver to Lender as additional security for the Debt an unconditional Letter of Credit in an amount equal to the Ground Rent Deposit (the "Ground Rent Letter of Credit"). Notwithstanding the foregoing, upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, in accordance with and pursuant to Section 3.5(e), on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), Lender into the Ground Lease Escrow Fund an amount equal to the Ground Rent which may be due during the following month Deposit in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Leases at least ten (10) Business Days prior to the date due (said amount, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “Ground Lease Escrow Fund”)due. During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4, Lender will shall apply the Ground Lease Escrow Fund to payments of rent due under the Ground Rent. Upon a Cash Sweep Cure, Borrower shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) Leases prior to the extent necessary to achieve a balance delinquency thereof, provided, however, in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If no event shall the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines less that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Rent Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with Lender, in cash or cash equivalent Lender $187,916.67 for the purpose of paying all rent and any and all other charges (including a Letter of Credit), the “Ground Rent Rent”) which may be due during by Borrower under the month immediately following Ground Lease. In addition, Borrower shall pay to Lender, together with the month in which the Closing Date occurs Monthly Debt Service Payment Amount, $93,958.34 (the “Initial Monthly Ground Lease Escrow Rent Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate All amounts deposited with Lender sufficient funds to pay such Ground Rent at least ten (10) Business Days prior to the date due (said amount, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, 7.6 are hereinafter called the “Ground Lease Escrow Fund”). During any period in which The Monthly Ground Rent Deposit may be increased by Lender by such amount Lender deems is being escrowed necessary in its reasonable discretion based on a monthly basis pursuant to this Section 7.4, any increases in the Ground Rent due under the Ground Lease. Lender will apply the Ground Lease Escrow Fund to payments of the Ground Rent. Upon a Cash Sweep Cure, Borrower shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments required to be made by Borrower pursuant to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt Section 5.1.2 hereof and Lender shall make such payments directly to Fee Owner provided that Lender has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal provided with the Person shown on the records of Lender to be the owner of the applicable Individual PropertyFee Owner’s payment address. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, not or will not be, be sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4due, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the pay to Lender any amount of such increase) by the amount that Lender estimates is sufficient necessary to make up the deficiency at least ten within five (105) Business Days prior days after notice from Lender to Borrower requesting payment thereof. In the due date event an Individual Property subject to a Ground Lease is released from the Lien of its related Security Instrument in accordance with Section 2.5 hereof, (a) any amount held in the Ground RentLease Escrow Fund and allocated for such Individual Property shall be returned to Borrower and (b) the Monthly Ground Rent Deposit shall be reduced by the monthly deposit allocated for such Individual Property.

Ground Lease Escrow Fund. (a) On the Closing DateDuring any Triggering Event Period, Borrower shall deposit with pay (or cause to be paid) to Lender, in cash or cash equivalent together with the Monthly Debt Service Payment Amount, a monthly prorated amount (including a Letter of Credit), the “Monthly Ground Rent Deposit”) that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the “Ground Rent”) which may be due during (for the next succeeding 12 month immediately following period) by Borrower under the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, hereinafter called the “Ground Lease Escrow Fund”). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Lender shall apply any period amounts held in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4, Lender will apply the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Curenotice to Borrower, Borrower shall such deposit with may be increased by Lender in cash or cash equivalent the amount Lender deems is necessary in its reasonable discretion based on any increases in the Ground Rent due under the Ground Lease. (including b) Upon the occurrence of a Letter Triggering Event Termination Event, upon written request of Credit) to the extent necessary to achieve a balance Borrower, Lender shall disburse all funds contained in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. (a) On Subject to the Closing Datelast sentence of this Section 7.5, Borrower shall deposit with pay to Lender, in cash or cash equivalent (including a Letter together with the scheduled payment of Credit)principal and interest under the Loan each month, an amount that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”"). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower's failure to pay any period in which rent or other charges due under the Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of such rent or other charges; provided however, that the Ground Rent. Upon a Cash Sweep Cure, Borrower provisions of this Section 7.5 shall not be deemed to create any obligation on the part of Lender to pay any such rent or other charges from amounts on deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal Fund. Borrower hereby pledges, assigns and grants a security interest to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow DepositLender, as applicable) shall exceed security for payment of all sums due under the amounts due for Ground RentLoan and the performance of all other terms, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments conditions and provisions to be made paid and performed, of all Borrower's right, title and interest in and to the Ground Lease Escrow Fund. Any amount remaining Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Ground Lease Escrow Fund after or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Debt has been paid in full or secured party, to be filed with respect thereto. Upon the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excessoccurrence of an Event of Default, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at apply any time during a Cash Sweep Period, Lender reasonably determines that sums then present in the Ground Lease Escrow Fund (excluding to the Initial payment of the Debt in any order in its sole discretion. Until expended or applied as above provided, the Ground Lease Escrow Deposit or Fund shall constitute additional security for the Subsequent Debt. Notwithstanding the foregoing, the Borrower shall not be required to make monthly deposits to the Ground Lease Escrow DepositFund so long as on the Closing Date and for the remainder of the Term, as applicable) is not, or will not be, sufficient to pay the Borrower has deposited and maintains in the Ground Rent Lease Escrow Fund sufficient amounts for the payment of six (6) months of rent and any and all other charges under the Ground Lease. Such initial deposit may be increased by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by Lender deems is necessary in its reasonable discretion based on any increases in the amount that Lender estimates is sufficient rent due under the Ground Lease. Notwithstanding the foregoing, Borrower shall not be required to make up the deficiency at least ten (10) Business Days prior foregoing deposits to the due date Ground Lease Escrow Fund to Lender unless an Event of the Ground RentDefault exists hereunder and notice to make such payments is given by Lender to Borrower; however, nothing herein shall relieve Borrower from fulfilling its other obligations hereunder.

Ground Lease Escrow Fund. (a) On In the Closing Dateevent that the annual Ground Rent due pursuant to a Ground Lease is in excess of $100.00, Borrower shall deposit with Lender, in cash or cash equivalent pay to Lender on each Payment Date an amount (including a Letter of Credit), the "Monthly Ground Rent Deposit") that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the "Ground Rent") which may be due during by Mortgage Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten fifteen (1015) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”"). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Mortgage Borrower's failure to pay any period in which Ground Rent is being escrowed on a monthly basis Rents pursuant to this Section 7.4the Ground Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Cure; provided however, Borrower that the provisions of this Section 7.4 shall deposit with not be deemed to create any obligation on the part of Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the pay any such Ground Rent which may be due during the month immediately following the month from amounts on deposit in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any Such deposit may be increased by Lender in the amount remaining Lender deems is necessary in its reasonable discretion based on any increases in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to Rent due under the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. Lease. (b) If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Funds are disbursed to Borrower, then Borrower shall make a capital contribution to Mortgage Borrower in an amount equal to such Ground Lease Escrow Deposit or Funds disbursed to Borrower as and when such disbursements are made pursuant to this Section 7.4 and Borrower shall cause Mortgage Borrower to pay the Subsequent related Ground Rent. (c) Borrower shall be relieved of its obligation under Section 7.4(a) and (b) above, provided that Mortgage Borrower is required to and does make the monthly deposits of Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient Funds under the Mortgage Loan and provided Lender receives evidence acceptable to pay Lender of the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower making of such determination deposits and Borrower shall increase its monthly the payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. With respect to the Reserve Properties only (a) On the Closing Dateunless Lender has agreed to waive such requirement with respect to one or more such Reserve Properties), Borrower shall deposit with pay to Lender, in cash or cash equivalent together with the Monthly Debt Service Payment Amount, an amount (including a Letter of Credit), the "Monthly Ground Rent Deposit") that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the "Ground Rent") which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”"). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower's failure to pay any Ground Rents after the receipt of any notice and at least ten (10) days prior to the expiration of any cure period in which Ground Rent is being escrowed on a monthly basis available to Borrower pursuant to this Section 7.4the Ground Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Cure; provided however, Borrower that the provisions of this Section 7.4 shall deposit with not be deemed to create any obligation on the part of Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the pay any such Ground Rent which may be due during the month immediately following the month from amounts on deposit in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any Such deposit may be increased by Lender in the amount remaining Lender deems is necessary in its reasonable discretion based on any increases in the Ground Rent due under the Ground Lease. Notwithstanding anything contained in this Section 7.4 to the contrary, Lender may, in its sole discretion, require Borrower to post a cash reserve in an amount equal to one payment of Ground Rents due under each Ground Lease Escrow Fund after (the Debt has been paid "Ground Lease Cash Reserve") in full or lieu of Borrower making the Individual Property subject Monthly Ground Rent Deposit. Borrower shall have no right to a withdrawal of (and Lender shall have no obligation to disburse and/or apply) any portion of the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground RentReserve.

Ground Lease Escrow Fund. (a) On the Closing Borrower shall pay to Lender on each Payment Date, together with the scheduled payment of interest under the Loan each month, 1/12 of the annual amount (the “Monthly Ground Rent Deposit”) that is estimated by Lender to be due and payable by Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit)under the Ground Lease, the Miami Lease and the Miramar Parcel Lease for all rent and any and all other charges (collectively the “Ground Rent Rent”) which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit)Lease, the Ground Rent which may be due during Miami Lease and the following month Miramar Parcel Lease in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease, the Miami Lease and the Miramar Parcel Lease, at least ten (10) Business Days prior to the date dates due (said amountamounts, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, hereinafter called the “Ground Lease Escrow Fund”). During any period in which The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease, the Miami Lease and the Miramar Parcel Lease. Provided Borrower is making Monthly Ground Rent is being escrowed on a monthly basis pursuant Deposits and there are sufficient sums in the Ground Lease Escrow Fund or, if there are insufficient sums in the Ground Lease Escrow Fund, Borrower simultaneously pays any such deficiency to this Section 7.4the ground lessor under the Ground Lease, the Miami Lease and the Miramar Parcel Lease, as applicable, Lender will apply any amounts held in the Ground Lease Escrow Fund to payments the payment of Ground Rent or other charges required to be made by Borrower pursuant to Section 5.1.25 hereof. Notwithstanding the foregoing, in lieu of depositing the Monthly Ground Rent. Upon a Cash Sweep CureRent Deposit, Borrower shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at have the option of Borrower, return any excess delivering to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit equal to the annual Ground Rent due under each of the Ground Lease, the Miami Lease and the Miramar Parcel Lease, as calculated each year during the term of the Loan. Such deposit may be increased by Lender in the amount of such increase) by Lender deems is necessary in its reasonable discretion based on any increases in the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the rent due date of under the Ground RentLease, the Miami Lease and the Miramar Parcel Lease. Borrower shall not be permitted to request a draw under the Letter of Credit.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with pay to Lender, in cash or cash equivalent (including a Letter together with the scheduled payment of Credit)principal and interest under the Loan each month, an amount that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial "GROUND LEASE ESCROW FUND"). The Ground Lease ------------------------ Escrow Deposit Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower's failure to pay any rent or other charges due under the Subsequent Ground Lease Escrow Deposit, as applicable, after the receipt of any notice and the proceeds expiration of any Letter of Credit delivered cure period available to Borrower pursuant to this Section 7.4, collectively, the “Ground Lease Escrow Fund”). During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of such rent or other charges; provided however, that the Ground Rent. Upon a Cash Sweep Cure, Borrower provisions of this Section 7.5 shall not be deemed to create any obligation on the part of ----------- Lender to pay any such rent or other charges from amounts on deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal Fund. Borrower hereby pledges, assigns and grants a security interest to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow DepositLender, as applicable) shall exceed security for payment of all sums due under the amounts due for Ground RentLoan and the performance of all other terms, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments conditions and provisions to be made paid and performed, of all Borrower's right, title and interest in and to the Ground Lease Escrow Fund. Any amount remaining Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Ground Lease Escrow Fund after or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Debt has been paid in full or secured party, to be filed with respect thereto. Upon the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excessoccurrence of an Event of Default, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at apply any time during a Cash Sweep Period, Lender reasonably determines that sums then present in the Ground Lease Escrow Fund (excluding to the Initial payment of the Debt in any order in its sole discretion. Until expended or applied as above provided, the Ground Lease Escrow Deposit or Fund shall constitute additional security for the Subsequent Debt. Notwithstanding the foregoing, the Borrower shall not be required to make monthly deposits to the Ground Lease Escrow DepositFund so long as on the Closing Date and for the remainder of the Term, as applicable) is not, or will not be, sufficient to pay the Borrower has deposited and maintains in the Ground Rent Lease Escrow Fund sufficient amounts for the payment of three (3) months of rent and any and all other charges under the Ground Lease. Such initial deposit may be increased by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by Lender deems is necessary in its reasonable discretion based on any increases in the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the rent due date of under the Ground RentLease.

Ground Lease Escrow Fund. (a) On the Closing Borrower shall pay to Lender on each Payment Date, together with the scheduled payment of interest under the Loan each month, 1/12 of the annual amount (the "Monthly Ground Rent Deposit") that is estimated by Lender to be due and payable by Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), under the Ground Rent Lease for all rent and any and all other charges (the "Ground Rent") which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”'). During any period in which The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Provided Borrower is making Monthly Ground Rent is being escrowed on a monthly basis pursuant Deposits and there are sufficient sums in the Ground Lease Escrow Fund or, if there are insufficient sums in the Ground Lease Escrow Fund, Borrower simultaneously pays any such deficiency to this Section 7.4the ground lessor under the applicable Ground Lease, Lender will apply any amounts held in the Ground Lease Escrow Fund to payments the payment of Ground Rent or other charges required to be made by Borrower pursuant to Section 5.1.25 hereof. Notwithstanding the foregoing, in lieu of depositing the Monthly Ground Rent. Upon a Cash Sweep CureRent Deposit, Borrower shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at have the option of Borrower, return any excess delivering to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit equal to the annual Ground Rent due under each Ground Lease, as calculated each year during the term of the Loan. Such deposit may be increased by Lender in the amount Lender deems is necessary in its reasonable discretion based on any increases in the rent due under the Ground Lease. Borrower shall not be permitted to request a draw under the Letter of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior Credit. Notwithstanding anything to the due date of contrary contained in this Section 7.6, this Section 7.6 shall only be applicable to the Ground RentLeasehold Property known as Wyndham Buttes Resort.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower or Baltimore Owner shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower or Baltimore Owner shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such Ground Rent at least ten (10) Business Days prior to the date due (said amount, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “Ground Lease Escrow Fund”). During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4, Lender will apply the Ground Lease Escrow Fund to payments of the Ground Rent. Upon a Cash Sweep Cure, Borrower or Baltimore Owner shall deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of BorrowerBorrower or Baltimore Owner, return any excess to Borrower or Baltimore Owner or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to BorrowerBorrower (or Baltimore Owner, as applicable). In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first second sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower or Baltimore Owner shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with Lender, in cash or cash equivalent pay to Lender on each Payment Date an amount (including a Letter the “Monthly Ground Rent Deposit”) equal to one-twelfth of Credit)the annual amount that is estimated by Lender to be due and payable by the Mortgage Borrower under the Ground Lease, the Miami Lease and the Miramar Parcel Lease for all rent and any and all other charges (collectively, the “Ground Rent Rent”) which may be due during by Mortgage Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit)Lease, the Ground Rent which may be due during Miami Lease and the following month Miramar Parcel Lease in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease, the Miami Lease and the Miramar Parcel Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, hereinafter called the “Ground Lease Escrow Fund”’). During any period in which The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease, the Miami Lease and the Miramar Parcel Lease. Provided Borrower is making Monthly Ground Rent is being escrowed on a monthly basis pursuant Deposits and there are sufficient sums in the Ground Lease Escrow Fund or, if there are insufficient sums in the Ground Lease Escrow Fund, Borrower simultaneously pays any such deficiency to this Section 7.4the ground lessor under the Ground Lease, the Miami Lease and the Miramar Parcel Lease, as applicable, Lender will apply any amounts held in the Ground Lease Escrow Fund to payments the payment of Ground Rent or other charges required to be made by Borrower pursuant to Section 5.1.23 hereof. Notwithstanding the foregoing, in lieu of depositing the Monthly Ground Rent Deposit, Borrower shall have the option of delivering to Lender a Letter of Credit equal to the annual Ground Rent due under each of the Ground RentLease, the Miami Lease and the Miramar Parcel Lease, as calculated each year during the term of the Loan. Upon a Cash Sweep CureSuch deposit may be increased by Lender in the amount Lender deems is necessary in its reasonable discretion based on any increases in the rent due under the Ground Lease, the Miami Lease and the Miramar Parcel Lease. Borrower shall deposit with Lender in cash or cash equivalent (including not be permitted to request a draw under the Letter of Credit) . Anything in this Section 7.4 to the extent necessary to achieve a balance in contrary notwithstanding, the rights and obligations hereunder shall be applicable only if, as and when the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due is being maintained for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground RentLender’s benefit.

Ground Lease Escrow Fund. (a) On Upon the Closing Dateoccurrence of a Triggering Event, Borrower shall deposit with Lender an amount, determined by Lender, in cash or cash equivalent which is an estimate of the maximum (including a Letter of Crediti) monthly rent and all other charges (the "Atlanta CP Property Ground Rent") to be due and payable by Borrower under the Ground Lease relating to the Atlanta CP Property and (ii) quarterly rent and all other charges (the "LBV Property Ground Rent"; together with the Atlanta CP Property Ground Rent, individually and collectively, as the context may require, the "Ground Rent") to be due and payable by Borrower under the Ground Lease relating to the LBV Property (collectively, the "Ground Lease Escrow Fund"), and which sum shall be deposited into the Ground Rent which may be due during the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”)Account. Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds Upon Borrower's failure to pay such any Ground Rent Rents after the receipt of any notice and at least ten (10) Business Days days prior to the date due (said amount, together with the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds expiration of any Letter of Credit delivered cure period available to Borrower pursuant to this Section 7.4, collectively, the “applicable Ground Lease Escrow Fund”). During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Cure; provided however, Borrower that the provisions of this Section 7.4 shall deposit with not be deemed to create any obligation on the part of Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the pay any such Ground Rent which may be due during the month immediately following the month from amounts on deposit in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any Such deposit may be increased by Lender in the amount remaining Lender deems is necessary in its reasonable discretion 108 based on any increases in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of Rent due under the applicable Individual PropertyGround Lease. If at any time during a Cash Sweep Period, Lender reasonably determines that shall disburse all the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) is not, or will not be, sufficient to pay funds in the Ground Rent by Account to Borrower following the date set forth in the first sentence occurrence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.Triggering Event Period Termination

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with pay to Lender, in cash or cash equivalent together with the scheduled payment of interest under the Loan each month, an amount (including a Letter of Credit), the "Monthly Ground Rent Deposit") that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the "Ground Rent") which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”"). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower's failure to pay any rent or other charges due under the Ground Lease after the receipt of any notice and the expiration of any cure period in which Ground Rent is being escrowed on a monthly basis available to Borrower pursuant to this Section 7.4the Ground Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of such rent or other charges; provided however, that the Ground Rent. Upon a Cash Sweep Cure, Borrower provisions of this Section 7.6 shall not be deemed to create any obligation on the part of Lender to pay any such rent or other charges from amounts on deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any amount remaining Notwithstanding the foregoing, in lieu of depositing the Monthly Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Rent Deposit, as applicable) is not, or will not be, sufficient to pay the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver have the option of delivering to Lender a Letter of Credit equal to twenty-five percent (25%) of the annual Ground Rent due under the Ground Lease, as calculated each year during the term of the Loan. Such deposit may be increased by Lender in the amount of such increase) by Lender deems is necessary in its reasonable discretion based on any increases in the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the rent due date of under the Ground RentLease.

Ground Lease Escrow Fund. (a) On the Closing Date, Borrower shall deposit with pay to Lender, in cash or cash equivalent (including a Letter together with the scheduled payment of Credit)principal and interest under the Loan each month, an amount that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges which may be due during by Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten (10) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial "GROUND LEASE ESCROW FUND"). The Ground Lease Escrow Deposit Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower's failure to pay any rent or other charges due under the Subsequent Ground Lease Escrow Deposit, as applicable, after the receipt of any notice and the proceeds expiration of any Letter of Credit delivered cure period available to Borrower pursuant to this Section 7.4, collectively, the “Ground Lease Escrow Fund”). During any period in which Ground Rent is being escrowed on a monthly basis pursuant to this Section 7.4Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of such rent or other charges; provided however, that the Ground Rent. Upon a Cash Sweep Cure, Borrower provisions of this Section 7.5 shall not be deemed to create ----------- any obligation on the part of Lender to pay any such rent or other charges from amounts on deposit with Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal Fund. Borrower hereby pledges, assigns and grants a security interest to the Ground Rent which may be due during the month immediately following the month in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow DepositLender, as applicable) shall exceed security for payment of all sums due under the amounts due for Ground RentLoan and the performance of all other terms, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments conditions and provisions to be made paid and performed, of all Borrower's right, title and interest in and to the Ground Lease Escrow Fund. Any amount remaining Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Ground Lease Escrow Fund after or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Debt has been paid in full or secured party, to be filed with respect thereto. Upon the Individual Property subject to the Ground Lease has been released shall be returned to Borrower. In allocating such excessoccurrence of an Event of Default, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. If at apply any time during a Cash Sweep Period, Lender reasonably determines that sums then present in the Ground Lease Escrow Fund (excluding to the Initial payment of the Debt in any order in its sole discretion. Until expended or applied as above provided, the Ground Lease Escrow Deposit or Fund shall constitute additional security for the Subsequent Debt. Notwithstanding the foregoing, the Borrower shall not be required to make monthly deposits to the Ground Lease Escrow DepositFund so long as on the Closing Date and for the remainder of the Term, as applicable) is not, or will not be, sufficient to pay the Borrower has deposited and maintains in the Ground Rent Lease Escrow Fund sufficient amounts for the payment of three (3) months of rent and any and all other charges under the Ground Lease. Such initial deposit may be increased by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payment (or deliver a Letter of Credit in the amount of such increase) by Lender deems is necessary in its reasonable discretion based on any increases in the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the rent due date of under the Ground RentLease.

Ground Lease Escrow Fund. (a) On In the Closing Dateevent that the annual Ground Rent due pursuant to a Ground Lease is in excess of $100.00, Borrower shall deposit with Lender, in cash or cash equivalent pay to Lender on each Payment Date an amount (including a Letter of Credit), the "Monthly Ground Rent Deposit") that is estimated by Lender to be due and payable by Borrower under the Ground Rent Lease for all rent and any and all other charges (the "Ground Rent") which may be due during by Mortgage Borrower under the month immediately following the month in which the Closing Date occurs (the “Initial Ground Lease Escrow Deposit”). Thereafter, on each Payment Date occurring during a Cash Sweep Period, Borrower shall deposit with Lender, in cash or cash equivalent (including a Letter of Credit), the Ground Rent which may be due during the following month in order to accumulate with Lender sufficient funds to pay such all sums payable under the Ground Rent Lease at least ten fifteen (1015) Business Days prior to the date dates due (said amountamounts, together with hereinafter called the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable, and the proceeds of any Letter of Credit delivered pursuant to this Section 7.4, collectively, the “"Ground Lease Escrow Fund”"). During The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Mortgage Borrower's failure to pay any period in which Ground Rent is being escrowed on a monthly basis Rents pursuant to this Section 7.4the Ground Lease, Lender will may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to payments the payment of the such Ground Rent. Upon a Cash Sweep Cure; provided however, Borrower that the provisions of this Section 7.4 shall deposit with not be deemed to create any obligation on the part of Lender in cash or cash equivalent (including a Letter of Credit) to the extent necessary to achieve a balance in the Ground Lease Escrow Fund equal to the pay any such Ground Rent which may be due during the month immediately following the month from amounts on deposit in which monthly escrows are discontinued (the amount then remaining in the Ground Lease Escrow Fund after giving effect to such deposit, the “Subsequent Ground Lease Escrow Deposit”). If the amount of the Ground Lease Escrow Fund (excluding the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable) shall exceed the amounts due for Ground Rent, Lender shall, at the option of Borrower, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Escrow Fund. Any Such deposit may be increased by Lender in the amount remaining Lender deems is necessary in its reasonable discretion based on any increases in the Ground Lease Escrow Fund after the Debt has been paid in full or the Individual Property subject to Rent due under the Ground Lease has been released shall be returned to Borrower. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the applicable Individual Property. Lease. (b) If at any time during a Cash Sweep Period, Lender reasonably determines that the Ground Lease Escrow Fund (excluding the Initial Funds are disbursed to Borrower, then Borrower shall make a capital contribution to Mortgage Borrower in an amount equal to such Ground Lease Escrow Deposit Funds disbursed to Borrower as and when such disbursements are made pursuant to this Section 7.4 and Borrower shall cause Mortgage Borrower to pay the related Ground Rent. (c) Borrower shall be relieved of its obligation under Section 7.4(a) and (b) above, provided that Mortgage Borrower or Mezzanine Borrower is required to and does make the Subsequent monthly deposits of Ground Lease Escrow Deposit, as applicable) is not, Funds under the Mortgage Loan or will not be, sufficient the Mezzanine Loan and provided Lender receives evidence acceptable to pay Lender of the Ground Rent by the date set forth in the first sentence of this Section 7.4, Lender shall notify Borrower making of such determination deposits and Borrower shall increase its monthly the payment (or deliver a Letter of Credit in the amount of such increase) by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) Business Days prior to the due date of the Ground Rent.