Common use of Ground Lease Clause in Contracts

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Each Ground Lease contains the entire agreement of the Borrower or the Subsidiary Guarantors and the applicable owner of the fee interest in such Pool Property (the “Fee Owner”), Fee Owner, pertaining to pay any rentthe Pool Property covered thereby. The Borrower and the Subsidiary Guarantors have no estate, additional rent right, title or interest in or to the Pool Property except under and pursuant to the Ground Lease. The Borrower has delivered a true and correct copy of the Ground Lease to the Agent and the Ground Lease has not been modified, amended or assigned, with the exception of written instruments that have been recorded in the applicable real estate records and referenced in the Title Policy for such Pool Property. (b) The applicable Fee Owner is the exclusive fee simple owner of the Pool Property, subject only to the Ground Lease and all Liens and other matters disclosed in the applicable Title Policy for such Pool Property subject to the Ground Lease, and the applicable Fee Owner is the sole owner of the lessor’s interest in the Ground Lease. (c) There are no rights to terminate the Ground Lease other than the applicable Fee Owner’s right to terminate by reason of default, casualty, condemnation or other charge mentioned reasons, in each case as expressly set forth in the Ground Lease. (d) Each Ground Lease is in full force and effect and, to Borrower’s knowledge, no breach or made payable default or event that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or a “Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance Default”) exists or performance of any term, covenant or condition of such Ground Lease has occurred on the part of such Mortgage a Borrower or a Subsidiary Guarantor or on the part of a Fee Owner under any Ground Lease. All base rent and additional rent, if any, due and payable under each Ground Lease Subsidiaryhas been paid through the date hereof and neither Borrower nor any Subsidiary Guarantor is required to pay any deferred or accrued rent after the date hereof under any Ground Lease. Neither Borrower nor a Subsidiary Guarantor has received any written notice that a Ground Lease Default has occurred or exists, as applicable, or that any Fee Owner or any third party alleges the same to be observed have occurred or performed exist. (unless waived in writing by e) The Borrower or applicable Subsidiary Guarantor is the exclusive owner of the ground lessor lessee’s interest under such Ground Lease), (c) permit any one or more of the events referred and pursuant to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such each Ground Lease and has not assigned, transferred or encumbered its interest in, to, or under the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit except to Agent under the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this AgreementLoan Documents.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Mortgagor shall (i) pay, or cause to pay any rentbe paid, all rents, additional rent or rents and other charge mentioned in or made payable sums required to be paid by Mortgagor to Fee Owner under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under and pursuant to the related provisions of the Ground Lease, (ii) diligently perform and observe, or cause to be performed and observed, in all material respects, the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, (iii) promptly notify Mortgagee of the giving of any notice by Fee Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, and deliver to Mortgagee a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Mortgagee of any bankruptcy, reorganization or insolvency of Fee Owner or of any notice thereof, and deliver to Mortgagee a true copy of such notice within five (5) Business Days of Mortgagor’s receipt. (b) Mortgagor shall not, without the prior consent of Mortgagee, surrender the Leasehold Estate created by the Ground Lease or terminate or cancel the Ground Lease or, except as may be expressly permitted pursuant to Section 6.11 of the Credit Agreement, modify, change, supplement, alter or amend the Ground Lease, either orally or in writing and if Mortgagor shall default in the performance or observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableMortgagor, as tenant thereunder (unless waived in writing by thereunder, and shall fail to cure the ground lessor same prior to the expiration of any applicable cure period provided thereunder, Mortgagee shall have the right, but shall be under such Ground Lease)no obligation, (d) permit the leasehold estate created by to pay any Ground Lease sums and to perform any act or take any action as may be surrendered or any Ground Lease appropriate to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any cause all of the terms, covenants or and conditions of any the Ground Lease on the part of Mortgagor to be materially modifiedperformed or observed on behalf of Mortgagor, materially changedto the end that the rights of Mortgagor in, materially supplementedto and under the Ground Lease shall be kept unimpaired and free from default. (c) If Fee Owner shall deliver to Mortgagee a copy of any notice of default under the Ground Lease, materially alteredsuch notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreementin good faith, in reliance thereon.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Ground Lessee and Borrower have executed this Instrument mortgaging their separate estates in the Property for the purpose of granting to pay any rent, additional rent or other charge mentioned in or made payable under any the Lender such lien as would cause the fee simple title to the Property to be sold free and clear of the Ground Lease as at foreclosure sale. Ground Lessee and when such rent Borrower hereby jointly and severally waive any right, arising at law or other charge is due (unless waived in writing by the ground lessor equity, whether presently existing or subsequently accruing, whether to Ground Lessee, Borrower, or anyone holding or claiming under such Ground Lease)or through them, to have their separate estates sold separately upon foreclosure, whether under principles of marshalling or otherwise. (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, Except as applicable, as tenant under the related Ground Leasespecified in Section 11.02, in any action commenced to enforce the observance Obligations created or performance arising under this Instrument, any resulting judgment or decree shall be enforceable against Ground Lessee only to the extent of Ground Lessee’s interest in the Property or other property subject to any termsecurity interest securing the Note. Subject to Section 11.01, covenant (i) any execution on such judgment or condition decree, with respect to the assets of such Ground Lease Lessee, shall be limited to the Property or other property subject to any security interest securing the Note, and (ii) Ground Lessee shall not be personally liable for the payment of the indebtedness or other Obligations secured by this Instrument, nor shall execution on any judgment or decree resulting from any action to enforce the part of such Mortgage Borrower Obligations be or Ground Lease Subsidiary, as applicable, be caused to be observed a lien on any other asset of Ground Lessee other than the Property or performed other property subject to any security interest securing the Note. Prudential Loan 6 1xx xxx Xxxx (unless waived in writing by the ground lessor under such Ground Lease), Second Funding)/ Mortgage (c) permit Ground Lessee and Borrower each agree that neither this Instrument nor any one obligation of Ground Lessee and Borrower hereunder will be released, impaired or more subordinated by any amendment to this Instrument or any other document or extension of time or waiver of right or remedy as to Ground Lessee, Borrower, or any other party, or any other act or thing which, but for this provision, would so release, impair, or subordinate. (d) Ground Lessee and Ground Lessee’s interest in the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice Property shall be subject to all of the related Mortgage Borrower provisions of Section 5.01. (e) Under no circumstances shall Lender or any of its successors or assigns have any obligation or liability of any kind or nature based upon or arising under the Ground Lease SubsidiaryLease, as applicable, as tenant thereunder regardless of whether such obligation or liability (unless waived in writing by the i) is an obligation or liability of either ground lessee or ground lessor under such the Ground Lease), or (dii) permit arises either before or after Lender acquired title to the leasehold estate created by Property. (f) Ground Lessee and Borrower each hereby acknowledge and agree that all of the Ground Lessee’s rights and remedies under the Ground Lease, including without limitation any Ground Lease to be surrendered rights of first refusal or any Ground Lease purchase rights, are subject to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease and subordinate to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this AgreementInstrument.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to Borrower shall: (i) pay any rentall rents, additional rent or rents and other charge mentioned in or made payable sums required to be paid by Borrower (if any), as tenant under any and pursuant to the provisions of the Ground Lease Lease, as and when such rent or other charge is due payable, (unless waived in writing by ii) diligently perform and observe all of the ground lessor under such Ground Lease)terms, (b) permit to occur any event covenants and conditions of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryBorrower, as applicabletenant thereunder, to be observed or performed and observed, at least three (unless waived in writing 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 ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice Borrower of any default by Borrower in the performance or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit 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. (b) Borrower shall not, without the prior consent of Lender, (i) surrender the leasehold estate created by the Ground Lease, (ii) terminate or cancel the Ground Lease, (iii) modify, change, supplement, alter or amend in any material respect the Ground Lease, or (iv) waive any rights under the Ground Lease, either orally or in writing. Borrower hereby assigns to Lender, as further security for the payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter, amend or waive any rights under the Ground Lease in any material respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration, amendment of or waiver of rights under the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect. (c) If Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant 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 have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act or the taking of any such action. In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any REA, 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 Ground Lease. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (d) 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 the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within 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 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. (e) Unless Lender shall otherwise expressly consent in writing, there shall be materially modifiedno merger of the Ground Lease, materially changednor of the leasehold estate or other estate created thereby, materially supplemented, materially alteredwith the fee estate in the land demised thereunder by reason of the fact that the Ground Lease, or materially the leasehold estate or other estate created thereby, may be held directly or indirectly by or for the account of any person or entity who or which also holds the fee estate in the land demised thereunder. (f) Borrower acknowledges that pursuant to Section 365 of the Bankruptcy Code, it is possible that a trustee in bankruptcy of ground lessor, or ground lessor as a debtor-in-possession, could reject the Ground Lease, in which case, Borrower, as tenant, would have the election described in Section 365(h) of the Bankruptcy Code (which election, as the same may be amended from time to time, and together with any comparable right under any other state or federal law relating to bankruptcy, reorganization or other relief for debtors, whether now or hereafter in effect, is herein called the “Election”) to treat the Ground Lease as terminated by such rejection or, in the alternative, to remain in possession for the balance of the term of the Ground Lease and any renewal or extension thereof that is enforceable by the tenant under applicable non-bankruptcy law. Borrower shall not permit the termination of the Ground Lease by exercise of the Election or otherwise without the prior written consent of Lender except as otherwise Lender, which consent may be permitted withheld, conditioned or delayed for any reason in Lender’s sole and absolute discretion. Borrower acknowledges that since the Ground Lease is a primary part of the security for the Obligations, it is not anticipated that Lender would consent to termination of the Ground Lease. In order to secure the covenant made in this paragraph and as security for the Obligations, Borrower assigns the Election and all rights related thereto to Lender. Borrower acknowledges and agrees that the foregoing assignment of the Election and related rights is one of the rights which Lender may use at any time in order to protect and preserve the other rights and interests of Lender under this Agreement and the other Loan Documents, since exercise of the Election in favor of terminating the Ground Lease would constitute waste hereunder. Borrower agrees that exercise of the Election in favor of preserving the right to possession under the Ground Lease shall not be deemed to constitute a taking or sale of the Property by Lender and shall not entitle Borrower to any credit against the Obligations. Borrower acknowledges and agrees that in the event the Election is exercised in favor of Borrower remaining in possession, Borrower’s resulting rights under the Ground Lease, as adjusted by the effect of Section 365 of the Bankruptcy Code, shall then be part of the Property and shall be subject to the Liens created by this Agreement, the Mortgage and the other Loan Documents. (g) If there shall be filed by or against Borrower a petition under the Bankruptcy Code, and Borrower, as the tenant under the Ground Lease, shall determine to reject the Ground Lease pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less than ten (10) days’ prior notice of the date on which Borrower shall apply to the bankruptcy court for authority to reject the Ground Lease. Lender shall have the right, but not the obligation, to serve upon Borrower within such ten (10) day period a notice stating that (i) Lender demands that Borrower assume and assign the Ground Lease to Lender pursuant to Section 365 of the Bankruptcy Code and (ii) Lender agrees to cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under the Ground Lease; provided, that such defaults are susceptible to cure. If Lender serves upon Borrower the notice described in the preceding sentence, Borrower shall not seek to reject the Ground Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Lender of the agreement provided for in clause (ii) of the preceding sentence. Effective upon the entry of an order for relief in respect of Borrower under the Bankruptcy Code, Borrower hereby assigns and transfers to Lender a non-exclusive right to apply to the bankruptcy court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Ground Lease may be rejected or assumed.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Ground Lessee and Borrower have executed this Instrument mortgaging their separate estates in the Property for the purpose of granting to pay any rent, additional rent or other charge mentioned in or made payable under any the Lender such lien as would cause the fee simple title to the Property to be sold free and clear of the Ground Lease as at foreclosure sale. Ground Lessee and when such rent Borrower hereby jointly and severally waive any right, arising at law or other charge is due (unless waived in writing by the ground lessor equity, whether presently existing or subsequently accruing, whether to Ground Lessee, Borrower, or anyone holding or claiming under such Ground Lease)or through them, to have their separate estates sold separately upon foreclosure, whether under principles of marshalling or otherwise. (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, Except as applicable, as tenant under the related Ground Leasespecified in Section 11.02, in any action commenced to enforce the observance Obligations created or performance arising under this Instrument, any resulting judgment or decree shall be enforceable against Ground Lessee only to the extent of Ground Lessee’s interest in the Property or other property subject to any termsecurity interest securing the Note. Subject to Section 11.01, covenant (i) any execution on such judgment or condition decree, with respect to the assets of such Ground Lease Lessee, shall be limited to the Property or other property subject to any security interest securing the Note, and (ii) Ground Lessee shall not be personally liable for the payment of the indebtedness or other Obligations secured by this Instrument, nor shall execution on any judgment or decree resulting from any action to enforce the part of such Mortgage Borrower Obligations be or Ground Lease Subsidiary, as applicable, be caused to be observed a lien on any other asset of Ground Lessee other than the Property or performed (unless waived in writing by other property subject to any security interest securing the ground lessor under such Ground Lease), Note. (c) permit Ground Lessee and Borrower each agree that neither this Instrument nor any one obligation of Ground Lessee and Borrower hereunder will be released, impaired or more subordinated by any amendment to this Instrument or any other document or extension of time or waiver of right or remedy as to Ground Lessee, Borrower, or any other party, or any other act or thing which, but for this provision, would so release, impair, or subordinate. (d) Ground Lessee and Ground Lessee’s interest in the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice Property shall be subject to all of the related Mortgage Borrower provisions of Section 5.01. (e) Under no circumstances shall Lender or any of its successors or assigns have any obligation or liability of any kind or nature based upon or arising under the Ground Lease SubsidiaryLease, as applicable, as tenant thereunder regardless of whether such obligation or liability (unless waived in writing by the i) is an obligation or liability of either ground lessee or ground lessor under such the Ground Lease), or (dii) permit arises either before or after Lender acquired title to the leasehold estate created by Property. (f) Ground Lessee and Borrower each hereby acknowledge and agree that all of the Ground Lessee’s rights and remedies under the Ground Lease, including without limitation any Ground Lease to be surrendered rights of first refusal or any Ground Lease purchase rights, are subject to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease and subordinate to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this AgreementInstrument.

Ground Lease. (a) With respect to the Ground Lease, Borrower shall cause Mortgage Borrower to (i) except to the extent reserved for by Mortgage Lender pursuant to Section 9.8 of the Mortgage Loan Agreement, pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any written notice by the lessor under any Ground Lease to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within two (2) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency proceeding of the lessor under any Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within two (2) Business Days of Mortgage Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Mortgage Borrower in connection with such bankruptcy, reorganization or insolvency proceeding within two (2) Business Days after receipt. Borrower shall not (or and shall not cause or permit Mortgage Borrower to), without the prior consent of Lender, (w) take any action or fail to take any action which would result in the surrender of the leasehold estate created by the Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in the termination or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by cancellation of the ground lessor under such Ground Lease), (x) modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, or (y) vacate the premises upon the land underlying the Ground Lease. (b) permit With respect to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, if Mortgage Borrower shall default in the performance or observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant thereunder (unless waived in writing by thereunder, and shall fail to cure the ground lessor same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under such Ground Lease)no obligation, (d) permit the leasehold estate created by to pay any Ground Lease sums and to perform any act or take any action as may be surrendered or any Ground Lease appropriate to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any cause all of the terms, covenants or and conditions of any the Ground Lease on the part of Mortgage Borrower to be materially modifiedperformed or observed on behalf of Mortgage Borrower, materially changedto the end that the rights of Mortgage Borrower in, materially supplementedto and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any written notice of default under the Ground Lease, materially alteredsuch notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or materially amended without renew the consent term of the Ground Lease upon demand by Lender except as otherwise made at any time within one (1) year prior to the last day upon which any such option may be permitted by this Agreement.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. 00000000.0.XXXXXXXX

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) hereby represents and warrants to Lender the following: (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any The Ground Lease as and when such rent or other charge is due (unless waived in writing a memorandum thereof has been duly recorded, the Ground Lease permits the interest of the lessee thereunder to be encumbered by the ground lessor under such related Mortgage, does not restrict the use of the Marriott Marquis by the lessee or its successors and assigns in a manner that would adversely affect the security provided by the related Mortgage, and there has not been a material change in the terms of the Ground Lease)Lease since its recordation, with the exception of written instruments which are part of the related Mortgage Loan documents delivered to Lender. (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or The Ground Lease Subsidiaryis not subject to any liens or encumbrances superior to, as applicableor of equal priority with, as tenant under the related Mortgage, other than Permitted Encumbrances and the Ground LeaseLessor’s fee interest. (c) The related Individual Borrower’s interest in the Ground Lease is assignable to the holder of the Mortgage upon notice to, but without the consent of, the Ground Lessor and, in the observance event that it is so assigned, it is further assignable by Lender and its successors and assigns upon notice to, but without a need to obtain the consent of, such lessor. (d) The Ground Lease is in full force and effect and no material default has occurred under the Ground Lease and there is no existing condition which, but for the passage of time or performance the giving of notice, or both, would result in a default under the terms of the Ground Lease. No notice of default under the Ground Lease has been received by Borrower. (e) The Ground Lease requires the lessor thereunder to give notice of any term, covenant or condition of such default by the lessee to any mortgagee and the Ground Lease on further provides that notice of termination given under the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, is not effective against any mortgagee unless a copy of the notice has been delivered to be observed or performed (unless waived such mortgagee in writing by the ground lessor under such manner described in the Ground Lease). (f) Lender is permitted a reasonable opportunity (including, (c) permit any one or more where necessary, sufficient time to gain possession of the events referred interest of the lessee under the Ground Lease) to in cure any default under the Ground Lease to occur which would cause such is curable after the receipt of notice of any default, before the Ground Lessor may terminate the Ground Lease. (g) The Ground Lease requires the Ground Lessor to terminate without notice or action by enter into a new lease with Lender upon termination of the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. (h) Under the terms of the Ground Lease and the Loan Documents, taken together, any related insurance and condemnation proceeds will be applied either to the repair or restoration of all or part of the Marriott Marquis, with Lender having the right to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon. (i) The Ground Lease does not impose any material restrictions on subletting. (j) Either the Ground Lease or an estoppel letter contains a covenant that the lessor thereunder is not permitted in the absence of an uncured default under the Ground Lease, to disturb the possession, interest or quiet enjoyment of the related Individual Borrower in the Marriott Marquis for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage. (k) Borrower shall either exercise the Purchase Option pursuant to terms of the Ground Lease no later than January 1, 2017 or obtain an amendment to the Ground Lease in form and substance satisfactory to Lender extending the term thereof by giving notice to a date that is at least ten (10) years after the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this AgreementMaturity Date.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to pay any be performed and observed by Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned in or made payable charges required to be paid under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (b) permit to occur any event of If Borrower shall be in default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in then, subject to the observance or performance terms of any termthe Ground Lease, covenant or condition of such Ground Lease on Borrower hereby grants Administrative Agent the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableright (but not the obligation), to be observed cause the default or performed (unless waived in writing by defaults under the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect the interests of Administrative Agent and Lenders under the Loan Documents, and Administrative Agent and its agents shall have the right to enter all or any portion of the Property subject to the Ground Lease at such times and in such manner as Administrative Agent deems necessary, to prevent or to cure any such default. (c) The actions or payments of Administrative Agent to cure any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower, Administrative Agent and Lenders, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Administrative Agent and Lenders to cure any such default shall be paid by Borrower to Administrative Agent, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Administrative Agent. All such indebtedness shall be deemed to be terminated secured by the Mortgage. (d) Borrower shall notify Administrative Agent promptly in writing of the occurrence of any material default by Ground Lessor under the Ground Lease or canceled for the occurrence of any reason event that, with the passage of time or service of notice. or both, would constitute a material default by Ground Lessor under the Ground Lease, and the receipt by Borrower of any circumstances whatsoever notice (written or otherwise) from Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Administrative Agent, Borrower shall use reasonable efforts to obtain from Ground Lessor under the Ground Lease and furnish to Lender the estoppel certificate of Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (f) Borrower shall promptly execute, acknowledge and deliver to Administrative Agent such instruments as may reasonably be required to permit Administrative Agent to cure any default under the Ground Lease or permit Administrative Agent to take such other action required to enable Administrative Agent to cure or remedy the matter in default and preserve the security interest of Administrative Agent under the Loan Documents with respect to the Ground Lease. Borrower irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The lien of the Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the related Property subject to the Ground Lease. (ii) Borrower shall not, without Administrative Agent’s written consent, elect to treat the Ground Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Administrative Agent’s prior written consent shall be void. (iii) As security for the Indebtedness, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, in-evocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Indebtedness shall have been satisfied and discharged in full. Any amounts received by Administrative Agent or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all costs and expenses of Administrative Agent (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the terms, covenants or conditions applicable provisions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by Ground Lessor of any of its obligations thereunder after the rejection by Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Administrative Agent. If Administrative Agent has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of Ground Lessor of all or any part of the Property in correction with any case under the Bankruptcy Code, Administrative Agent and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Administrative Agent in connection with such litigation. Borrower shall, upon demand, pay to Administrative Agent all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Administrative Agent in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Administrative Agent orally of any filing by or against Ground Lessor under the Ground Lease of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Administrative Agent, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Administrative Agent any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (h) Borrower shall not, without Lender’s prior written consent, fail to exercise any option or right to renew or extend the term of the Ground Lease in accordance with the terms of the Ground Lease, and shall give immediate written notice to Administrative Agent of each exercise of any such option or right and shall execute, acknowledge, deliver mid record any document requested by Administrative Agent to evidence the Lien of the Mortgage on such extended or renewed lease term; provided, however, Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent Borrower shall have received the prior written consent of Administrative Agent (which consent may be withheld by Administrative Agent in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid, Administrative Agent may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Administrative Agent’s own name or in the name of and on behalf of a nominee offender, as Administrative Agent may determine in the exercise of its sole and absolute discretion. (i) Borrower shall not waive, excuse, condone or in any way release or discharge Ground Lessor under the Ground Lease of or from Ground Lessor’s material obligations, covenant and/or conditions under the Ground Lease without the prior written consent of Administrative Agent. (j) Borrower shall not, without Administrative Agent’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, supplement, modify, alter or amend the Ground Lease, which consent, in the case of a change, supplement, modification, alteration or amendment, shall not be unreasonably withheld or delayed. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of lessor’s interest in the Ground Lease by Borrower or any Affiliate of Borrower shall be accomplished by Borrower in such a manner so as to avoid a merger of the interests of lessor and lessee in Ground Lease, unless consent to such merger is granted by Administrative Agent.

Ground Lease. If (i) Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay in the payment of any rent, additional rent or other charge mentioned in or made payable under any by the Ground Lease after the expiration of any notice or cure period as and when such rent or other charge is due provided for in the Ground Lease (unless waived in writing by the ground lessor under such Ground LeaseLessor), (bii) permit to there shall occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, to be observed or performed after the expiration of any notice or cure period as provided for in the Ground Lease (unless waived in writing by the ground lessor under such Ground LeaseLessor), (ciii) permit if any one or more of the events referred to in any the Ground Lease to shall occur which would cause such the Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease Lessor or which would entitle such ground lessor the Ground Lessor to terminate such the Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant thereunder (unless waived in writing by the ground lessor under such Ground LeaseLessor), (div) permit if the leasehold estate created by any the Ground Lease to shall be surrendered or any the Ground Lease to shall be terminated or canceled for any reason or under any circumstances whatsoever or (ev) permit if any of the terms, covenants or conditions of any the Ground Lease to shall in any manner be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to pay any be performed and observed by Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned in or made payable charges required to be paid under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (b) permit to occur any event of If Borrower shall be in default (beyond any all applicable notice, grace or notice and cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant periods under the related Ground Lease, in then, subject to the observance or performance terms of any termthe Ground Lease, covenant or condition of such Ground Lease on Borrower shall grant Lender the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableright (but not the obligation), to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by default under the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems reasonably necessary, to prevent or to cure any such default, subject to the terms of the Ground Lease. (c) The actions or payments of Lender to cure any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the then applicable Interest Rate from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be terminated secured by the Security Instruments. (d) Borrower or canceled for Operating Lessee shall notify Lender in writing of the occurrence of any reason material default by Ground Lessor of which Borrower or Operating Lessee has knowledge promptly after Borrower becomes aware of the same, and the receipt by Borrower of any notice from Ground Lessor under the Ground Lease claiming the occurrence of any circumstances whatsoever or default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from Ground Lessor and furnish to Lender the estoppel certificate of Ground Lessor stating (i) that the Ground Lease is unmodified and in full force and effect, (ii) the date through which rent has been paid, (iii) whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any, (iv) whether any fee mortgages are in effect, (v) whether a right of first offer is in effect, (vi) the current adjusted amounts for dollar amounts in the Ground Lease and (vii) the amount of any security deposits. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, after the occurrence of an Event of Default for which Lender has accelerated the Loan, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The Lien of the Security Instruments attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the Property. (ii) Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights, if any, to the payment of damages arising from any rejection by Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all out-of-pocket costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the terms, covenants or conditions applicable provisions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by Ground Lessor of any of its obligations thereunder after the rejection by Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of Ground Lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Security Instruments. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against Ground Lessor of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any material information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (vii) if Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the Ground Lease by reason of foreclosure of the applicable Security Instruments, deed in lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Ground Lease, and (y) be entitled to exercise all of the rights and benefits accruing to Borrower under the Ground Lease.

Ground Lease. Borrower SECTION 12.01. This lease is subject and subordinate to all the terms, covenants and conditions of the Ground Lease and Tenant agrees that it will, at its cost and expense, promptly perform and observe all obligations of Landlord, as Ground Lessee thereunder (other than the requirements thereof for the payment to the Ground Lessor of the Ground Rent and additional rentals thereunder, to the extent that the same shall be paid by Tenant to Landlord), and comply with all restrictions and other requirements of the Ground Lease applicable to the Ground Lessee and the Demised Premises. Specific references in other Articles of this lease to compliance with particular requirements of the Ground Lease shall not (or limit the generality of the foregoing. SECTION 12.02. Landlord covenants and agrees that it will duly pay to the Ground Lessor each and every installment of Ground Rent and additional rent under the Ground Lease which Tenant shall have paid hereunder to Landlord. Landlord further covenants and agrees that it will not cause do, suffer or permit Mortgage Borrower any act, condition or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease thing to occur which would cause or may constitute a default under the Ground Lease, except to the extent that such occurrence shall have resulted, directly or indirectly, from a default hereunder either by Tenant or caused by any Total Subtenant or any subtenant. Tenant shall have the right to, at any time or from time to time, but shall not be obligated to, make any such payment or payments or take any such action as shall be necessary to prevent a default under the terms of the Ground Lease Lease, and (except to terminate without notice the extent that such default shall have resulted, directly or action indirectly, from a default hereunder by Tenant or caused by any Total Subtenant or any subtenant), Tenant may thereafter deduct the ground lessor amount of any such payment from the next succeeding installment or installments of net rent or additional rent accruing under this lease, with interest thereon at the rate of 6% per annum from the date of any such payment. SECTION 12.03. Landlord shall not modify or consent to any modification of the Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to Grant of Term except with the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the prior written consent of Lender except Tenant and any such modification made without such consent shall be null and void and of no effect so far as otherwise may be permitted by this AgreementTenant is concerned.

Ground Lease. Borrower With respect to the Ground Lease, Grantor agrees as follows: (a) Grantor shall not (perform all obligations of the tenant under the Ground Lease and under any statute, ordinance, rule or regulation relating to the Ground Lease, and shall not cause or permit Mortgage Borrower or any breach thereof, and shall enforce the obligations of the landlord under the Ground Lease Subsidiaryto the end that Grantor may enjoy all the rights granted under the Ground Lease. If Grantor shall default under the Ground Lease, as applicableor if Beneficiary shall receive notice of any default under the Ground Lease, toBeneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default, Beneficiary being authorized to enter upon that portion of the real property subject to the Ground Lease (the "Ground Lease Property") and the remainder of the Land for such purposes with or without notice and without becoming a mortgagee in possession. Grantor shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default, together with interest on such costs from the date of expenditure until said sums have been paid, at the Default Rate. (ab) fail Grantor shall promptly (and in any event within five (5) Business Days) after the same is received or sent by the applicable Loan Party) deliver to pay Beneficiary copies of any rentwritten notice of default under the Ground Lease that is received, additional rent or sent, by Grantor. (c) Grantor acknowledges and agrees that there shall, without the written consent of Beneficiary, be no merger of the Ground Lease nor of the leasehold estate or other charge mentioned estate created thereby, with the fee estate in or made payable under any the property covered by such Ground Lease as and when such rent or other charge is due (unless waived in writing by reason of the ground lessor under fact that such Ground Lease), or the leasehold estate or other estate created thereby, may be held directly or indirectly by or for the account of any person or entity who or which also holds the fee or leasehold estate in such property (b) permit including, without limitation, by virtue of the exercise by Grantor of any right to occur purchase all or any event portion of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or the Ground Lease SubsidiaryProperty or the exercise by landlord under the Ground Lease of any right to require Grantor to purchase all or any portion of the Ground Lease Property, which purchase by such Grantor, in either such case, shall be subject to the restrictions contained in the Loan Agreement). (d) Grantor acknowledges and agrees that no termination or surrender by Grantor under the Ground Lease to any landlord thereunder shall be valid or effective. The terms of the Ground Lease may not be modified, amended, supplemented, waived or released, or terminated or subordinated to any mortgage, agreement, lease or other interest, either orally or in writing, without the prior written consent of Beneficiary. (e) Grantor acknowledges and agrees that if the Ground Lease is for any reason whatsoever terminated prior to the expiration of its term and, if pursuant to any provision of the Ground Lease or otherwise, Beneficiary or its designee shall acquire from the landlord under the Ground Lease a new lease or other agreement for the use of the property covered by the Ground Lease, Grantor shall not have any right, title or interest in or to such new lease or other agreement or the estate created thereby. (f) Grantor shall not acquire the fee title to any portion of the Ground Lease Property or make any election, give any consent or approval or invoke any right of first refusal, purchase option, put or call right as applicable, as a tenant under the related Ground Lease without obtaining Beneficiary's prior written consent thereto. (g) Grantor shall from time to time upon the written request of Beneficiary request from the landlord under the Ground Lease, and use commercially reasonable efforts to deliver to Beneficiary, estoppel certificates from the landlord under the Ground Lease, in form and substance reasonably acceptable to Beneficiary. (h) Grantor acknowledge that pursuant to Section 365 of the observance Bankruptcy Code it is possible that a trustee in bankruptcy of the landlord under the Ground Lease, or performance such landlord as a debtor-in-possession, could reject the Ground Lease, in which case Grantor, as tenant, would have the election described in Section 365(h) of the Bankruptcy Code (which election, as the same may be amended from time to time, and together with any termcomparable right under any other state or federal law relating to bankruptcy, reorganization or other relief for debtors, whether now or hereafter in effect, is herein called the "Election") to treat the Ground Lease as terminated by such rejection or, in the alternative, to remain in possession for the balance of the term of the Ground Lease, and any renewal or extension thereof that is enforceable by the tenant under applicable nonbankruptcy law. Grantor shall not permit the termination of the Ground Lease by exercise of the Election or otherwise without the prior written consent of Beneficiary, which consent may be withheld, conditioned or delayed for any reason in Beneficiary's sole and absolute discretion. In order to secure the covenant made in this subsection and as security for the Indebtedness, Grantor assigns the Election and all rights related thereto to Beneficiary (for the benefit of Lenders). Grantor acknowledges and agrees that the foregoing assignment of the Election and related rights is one of the rights which Beneficiary may use at any time in order to protect and preserve the other rights and interests of Beneficiary and Lenders under this Agreement and the other Loan Documents, since exercise of the Election in favor of terminating the Ground Lease without Beneficiary's consent would constitute waste hereunder. Grantor agrees that exercise of the Election in favor of preserving the right to possession under the Ground Lease shall not be deemed to constitute a taking or condition sale of the Ground Lease Property by Beneficiary (and shall not entitle Grantor to any credit against the Loans or other obligations under the Loan Documents). Grantor acknowledges and agrees that in the event the Election is exercised in favor of Grantor, Grantor's resulting rights under the Ground Lease, as adjusted by the effect of Section 365 of the Bankruptcy Code, shall then be subject to this Deed of Trust and the other Loan Documents. (i) If there shall be filed by or against Grantor a petition under the Bankruptcy Code, and Grantor, as the tenant under the Ground Lease, shall determine to reject such Ground Lease pursuant to Section 365(a) of the Bankruptcy Code, then Grantor shall give Beneficiary not less than ten (10) days' prior notice of the date on which Grantor shall apply to the part of such Mortgage Borrower or bankruptcy court for authority to reject the Ground Lease SubsidiaryLease. Beneficiary shall have the right, as applicablebut not the obligation, to be observed or performed serve upon Grantor within such 10-day period a notice stating that (unless waived in writing by i) Lenders demand that Grantor assume and assign the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease Beneficiary pursuant to terminate without notice Section 365 of the Bankruptcy Code and (ii) Beneficiary agrees to cure or action by the ground lessor provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under such the Ground Lease or which would entitle such ground lessor Lease. If Beneficiary serves upon Grantor the notice described in the preceding sentence, Grantor shall not seek to terminate such reject the Ground Lease and shall comply with the term thereof by giving demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the related Mortgage Borrower or performance by Beneficiary of the agreement provided for in clause (ii) of the preceding sentence. (j) Effective upon the entry of an order for relief in respect of Grantor under the Bankruptcy Code, Grantor hereby assigns and transfers to Beneficiary a non-exclusive right to apply to the bankruptcy court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.rejected or assumed. [signature page follows]

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rentall rents, additional rent or rents and other charge mentioned in or made payable sums required to be paid by Borrower, as tenant under any and pursuant to the provisions of the Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease)payable, (b) permit to occur any event diligently perform and observe all of default (beyond any applicable noticethe terms, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under covenants and conditions of the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryBorrower, as applicabletenant thereunder, to be performed and observed or performed at least three (unless waived in writing by 3) days prior to the ground lessor under such Ground Lease)expiration of any applicable grace period therein provided, and (c) permit any one or more promptly notify Lender of the events referred to in giving of any written notice by the lessor under the Ground Lease to occur which would cause such Ground Lease to terminate without notice Borrower of any default by Borrower in the performance or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit 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. Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend, or waive any of the terms or provisions of, the Ground Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend, or waive any of the terms or provisions of, the Ground Lease in any material respect and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of, or waiver of any of the terms or provisions of, the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of Tenants, subtenants and other occupants under the Leases or of parties to any Operating Agreement, 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 orally) and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the 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 the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within 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 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 be materially modifiedany mortgage, materially changedsecurity deed, materially supplementedlease or other interest on or in the landlord’s interest in all or any part of the Property, materially alteredunless, or materially amended without in each such case, the written consent of Lender except as otherwise may shall have been first had and obtained, which approval shall not unreasonably be permitted by this Agreementwithheld.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, promptly and timely perform and observe (or cause to pay any be promptly and timely performed and observed) all the terms, covenants and conditions required to be performed and observed by such Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned in or made payable charges required to be paid under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (b) permit to occur any event of If Borrower shall be in default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in then, subject to the observance or performance terms of any termthe Ground Lease, covenant or condition of such Ground Lease on Borrower shall grant Lender the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableright (but not the obligation), to be observed cause the default or performed (unless waived in writing by defaults under the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause be remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such Ground Lease actions are necessary to terminate without notice or action by protect Lender’s interest under the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof Loan Documents, and Lender shall have the right to enter all or any portion of the Leasehold Parcel at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. (c) The actions or payments of Lender to cure any default by giving Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the related Mortgage. (d) Borrower shall notify Lender promptly in writing (i) upon learning of the occurrence of any default by the Ground Lessor under the Ground Lease or the occurrence of any event that, with the passage or time or service of notice, or both, would constitute a default by the Ground Lessor and (ii) of the receipt by Borrower of any notice (written or otherwise) from the Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from the Ground Lessor under the Ground Lease and furnish to Lender an estoppel certificate of the Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default by Borrower under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Leasehold Parcel. Borrower hereby irrevocably appoints Lender as its true and lawful attorney in fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The lien of the Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the Leasehold Parcel. (ii) Borrower shall not, without Lender’s prior written consent, elect to treat the Ground Lease as terminated under Subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of its claims and rights to the payment of damages arising from any rejection by the Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of the Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid may be applied by Lender to all costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the Ground Lessor of any of its obligations thereunder after the rejection by the Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this Subsection, Borrower may proceed to offset the amounts set forth in its notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of the Ground Lessor of all or any part of the Leasehold Parcel in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation at Borrower’s sole cost and expense. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage and the other Loan Documents. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against the Ground Lessor under the Ground Lease Subsidiaryof a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as applicableto the date of such filing, as tenant thereunder (unless waived the court in writing which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by the ground lessor under it in connection with any such Ground Lease), (d) permit the leasehold estate created by petition and any Ground Lease proceedings relating to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreementsuch petition.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or and, for so long as Ground Lease SubsidiarySubsidiary is the lessee under the Ground Lease, as applicable, toshall cause Ground Lease Subsidiary to not) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower Borrower, or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to pay any be performed and observed by Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned in or made payable charges required to be paid under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (b) permit to occur any event of If Borrower shall be in default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in then, subject to the observance or performance terms of any termthe Ground Lease, covenant or condition of such Ground Lease on Borrower shall grant Lender the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableright (but not the obligation), to be observed cause the default or performed (unless waived in writing by defaults under the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Ground Lease Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. (c) The actions or payments of Lender to cure any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be terminated secured by the Mortgage. (d) Borrower shall notify Lender promptly in writing of the occurrence of any material default by the Ground Lessor under the Ground Lease or canceled for the occurrence of any reason event that, with the passage of time or service of notice, or both, would constitute a material default by the Ground Lessor under the Ground Lease, and the receipt by Borrower of any circumstances whatsoever notice (written or otherwise) from the Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from the Ground Lessor under the Ground Lease and furnish to Lender the estoppel certificate of the Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Ground Lease Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The lien of the Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the related Ground Lease Property. (ii) Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by the Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the terms, covenants or conditions applicable provisions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by Ground Lessor of any of its obligations thereunder after the rejection by Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of Ground Lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against Ground Lessor under the Ground Lease of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower Borrower, or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) Each Ground Tenant shall not, without Lender’s prior written consent, fail to pay exercise any rent, additional rent option or other charge mentioned in right to renew or made payable under any extend the term of its Ground Lease as and when such rent or other charge is due (unless waived in writing by accordance with the ground lessor under terms of such Ground Lease), and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, that no Ground Tenant shall be required to exercise any particular option or right to renew or extend to the extent any Ground Tenant shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing such Ground Tenant to forego exercising such option or right to renew or extend. If any Ground Tenant shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as such Ground Tenant’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. (b) permit to occur No Ground Tenant shall waive, excuse, condone or in any event of default (beyond any applicable notice, grace way release or cure periods) by any Mortgage Borrower or discharge the Ground Lessor under its Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance of or performance of any term, covenant or condition of from such Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryLessor’s material obligations, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor covenants and/or conditions under such Ground Lease without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or which would entitle such ground lessor delayed. (c) No Ground Tenant shall, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in a material adverse manner, any applicable Ground Lease. Consent to terminate one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications to the extent required in accordance herewith. Any acquisition of any Ground Lessor’s interest in a Ground Lease by a Ground Tenant or any Affiliate of such Ground Lease and the term thereof by giving notice Tenant (which is hereby permitted, subject to the related Mortgage Borrower following terms of this sentence) shall be accomplished by such Ground Tenant in such a manner so as to avoid a merger of the interests or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived estates of lessor and lessee in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created unless prior written consent to such merger is granted by any Ground Lease to Lender, which consent shall not be surrendered unreasonably withheld, conditioned or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreementdelayed.

Ground Lease. (a) Borrower shall not (or shall cause Mortgage Borrower to), at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Mortgage Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Ground Lease). (b) If Mortgage Borrower shall be in default beyond all applicable notice and cure periods under the Ground Lease, then, subject to the terms of the Ground Lease, and the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower (on behalf of itself and Mortgage Borrower) shall grant Lender the right (but not the obligation), to cause such default under the Ground Lease to be remedied and otherwise exercise any and all rights of Mortgage Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems reasonably necessary, to prevent or to cure any such default, subject to the terms of the Ground Lease. (c) The actions or payments of Lender to cure any default by Mortgage Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Mortgage Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower or Mortgage Borrower to Lender, upon demand, with interest on such sum at the then applicable Interest Rate from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement. (d) Borrower shall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to) notify Lender in writing of the occurrence of any material default by Ground Lessor of which Borrower, Equity Owner, Mortgage Borrower, Operating Lessee Pledgor or Operating Lessee has knowledge promptly after such Person becomes aware of the same, and the receipt by Mortgage Borrower of any notice from Ground Lessor under the Ground Lease claiming the occurrence of any default by Mortgage Borrower under the Ground Lease. Borrower shall (or shall cause Mortgage Borrower to) and Equity Owner shall (or shall cause Operating Lessee to) promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall cause Mortgage Borrower to use reasonable efforts to obtain from Ground Lessor and furnish to Lender the estoppel certificate of Ground Lessor stating (i) that the Ground Lease is unmodified and in full force and effect, (ii) the date through which rent has been paid, (iii) whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any, (iv) whether any fee mortgages are in effect, (v) whether a right of first offer is in effect, (vi) the current adjusted amounts for dollar amounts in the Ground Lease and (vii) the amount of any security deposits. (f) Subject to the terms and conditions of the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Collateral. Subject to the terms and conditions of the Mortgage Loan Documents, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, after the occurrence of an Event of Default for which Lender has accelerated the Loan, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The Lien of the Pledge Agreement attaches to all of Mortgage Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Mortgage Borrower’s rights, as debtor, to remain in possession of the Property. (ii) Borrower shall not cause or permit Mortgage Borrower or Ground Lease Subsidiaryto, as applicablewithout Lender’s written consent, to) (a) fail elect to pay any rent, additional rent or other charge mentioned in or made payable under any treat the Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor terminated under such Ground Lease), (bsubsection 365(h)(l) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause Bankruptcy Code. Any such Ground Lease to terminate election made without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to Lender’s prior written consent shall be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreementvoid.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rentall rents, additional rent or rents and other charge mentioned in or made payable sums required to be paid by Borrower, as tenant under any and pursuant to the provisions of the Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease)payable, (b) permit to occur any event diligently perform and observe all of default (beyond any applicable noticethe terms, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under covenants and conditions of the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease SubsidiaryBorrower, as applicabletenant thereunder, to be performed and observed or performed at least thirty (unless waived in writing by 30) days prior to the ground lessor under such Ground Lease)expiration of any applicable grace period therein provided, and (c) permit any one or more promptly notify Lender of the events referred to in giving of any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease Lessor to Borrower of any default by Borrower in the performance or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit 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. Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Mortgage, the First Mortgage, and the Loan Agreement, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify in any material respect, change in any material respect, supplement in any material respect, alter or amend in any material respect the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior consent of Lender shall be void and of no force and effect. Borrower shall not exercise any option to purchase the Lease Property granted to Borrower pursuant to the Ground Lease, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. If Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, the First Mortgage and the Loan Agreement, and without waiving or releasing Borrower from any of its obligations hereunder or thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default (subject to Borrower's right to contest in accordance with the Loan Agreement). If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of tenants, subtenants and other occupants under the Leases, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender deems reasonably necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the Ground Lessor. Borrower hereby agrees to pay to Lender immediately and upon demand therefor, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the First Mortgage and this Mortgage. If the Ground Lessor shall deliver to Lender a copy of any notice of default sent by said Ground Lessor to Borrower, as tenant under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and, if Borrower fails to exercise such option, 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 be materially modifiedany mortgage, materially changedsecurity deed, materially supplementedlease or other interest on or in the Ground Lessor's interest in all or any part of the Property, materially alteredunless, or materially amended without in each such case, the written consent of Lender except shall have been first had and obtained, which consent shall be in Lender's sole and absolute discretion. Each Lease hereafter made and each renewal of any existing Lease shall provide that, (i) in the event of the termination of the Ground Lease, the Lease shall not terminate or be terminated by the tenant; (ii) in the event of any action for the foreclosure of the First Mortgage or this Mortgage, the Lease shall not terminate or be terminable by the tenant by reason of the foreclosure of the Ground Lease unless the tenant is specifically named and joined in any such action and unless a judgment is obtained therein against the tenant; and (iii) in the event that the Ground Lease is terminated as otherwise aforesaid, the tenant shall attorn to the Ground Lessor or to the purchaser at the sale of the Property on such foreclosure, as the case may be permitted by this Agreementbe.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to pay any be performed and observed by Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned in or made payable charges required to be paid under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (b) permit to occur any event of If Borrower shall be in default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in then, subject to the observance or performance terms of any termthe Ground Lease, covenant or condition of such Ground Lease on Borrower shall grant Lender the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableright (but not the obligation), to be observed cause the default or performed (unless waived in writing by defaults under the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Ground Lease Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. (c) The actions or payments of Lender to cure any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be terminated secured by the Mortgage. (d) Borrower shall notify Lender promptly in writing of the occurrence of any material default by the Ground Lessor under the Ground Lease or canceled for the occurrence of any reason event that, with the passage of time or service of notice, or both, would constitute a material default by 94 the Ground Lessor under the Ground Lease, and the receipt by Borrower of any circumstances whatsoever notice (written or otherwise) from the Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from the Ground Lessor under the Ground Lease and furnish to Lender the estoppel certificate of the Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Ground Lease Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The lien of the Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the related Ground Lease Property. (ii) Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by the Ground Lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Ground Lessor under the Bankruptcy Code. This assignment constitutes a 95 present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the terms, covenants or conditions applicable provisions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by Ground Lessor of any of its obligations thereunder after the rejection by Ground Lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of Ground Lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against Ground Lessor under the Ground Lease of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail Borrower shall, at its sole cost and expense, cause Mortgage Borrower to pay any promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Mortgage Borrower as lessee under each Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent or and other charge mentioned charges required to be paid under such Ground Lease). (b) If Mortgage Borrower shall be in or made payable default under any Ground Lease, then, subject to the terms of such Ground Lease, Borrower shall cause Mortgage Borrower to grant to Lender the right (but not the obligation) (i) to cause the default or defaults under such Ground Lease to be remedied and (ii) to otherwise exercise any and all rights of Mortgage Borrower under such Ground Lease, as may be necessary to cure such default or defaults and (iii) subject to the rights of Tenants under the Leases with respect to the applicable Ground Lease Property, to enter all or any portion of the applicable Ground Lease Property, at such times and in such manner as Lender reasonably deems necessary, in order to cure any such default, provided that, in each case, such actions are necessary to protect Lender’s indirect interest in the applicable Ground Lease Property pursuant to the Loan Documents. In the event that a default on the part of the applicable Mortgage Borrower is continuing under a Ground Lease and Lender has the right to cure the same in accordance with the foregoing, Borrower shall cause Mortgage Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may be required to permit Lender to cure or remedy the matter in default and preserve the security interest of Lender in the Collateral as it relates to each Ground Lease Property. Borrower irrevocably appoints Lender as its true and lawful attorney in fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to each Ground Lease as and when such rent it relates to each Ground Lease Property (including, without limitation, the right to take any action necessary to cure or other charge is due (unless waived remedy the matter in writing by the ground lessor default under such Ground Lease), and the above powers granted to Lender are coupled with an interest and shall be irrevocable. This Section 5.1.30(b) is expressly subject to the assignment in favor of Mortgage Lender contained in Section 5.1.28(b) of the Closing Date Mortgage Loan Agreement. (bc) permit to occur Borrower shall notify Lender promptly in writing of (i) the occurrence of any material default by any Ground Lessor of which Borrower or Mortgage Borrower is aware, (ii) the occurrence of any event of default (beyond any applicable which Borrower or Mortgage Borrower is aware that, with the passage of time or service of notice, grace or cure periods) both, would constitute a material default by any Ground Lessor, or (iii) Borrower or Mortgage Borrower becoming aware (whether upon the receipt by Mortgage Borrower of a written notice from any Ground Lessor or otherwise) of the occurrence of (or any claim by a Ground Lessor that there has occurred) any default by Mortgage Borrower under such Ground Lease Subsidiaryor the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Mortgage Borrower under such Ground Lease and Borrower shall promptly deliver to Lender a copy of any written notice of default referenced in the foregoing subclause (iii) unless Lender has advised Borrower that it already received notice of the same from the applicable Ground Lessor. (d) Notwithstanding anything to the contrary contained in this Agreement with respect to any Ground Lease: (i) Borrower shall not permit Mortgage Borrower, without Lender’s prior written consent, to elect to treat any Ground Lease as applicableterminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (ii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising as tenant a result of any rejection of a Ground Lease by the applicable Ground Lessor under the related Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower or Mortgage Borrower (as determined by Lender and Borrower upon consultation with each other in good faith) in respect of any claim, suit, action or proceeding relating to the rejection of any Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in the observance or performance any case in respect of any termGround Lessor under the Bankruptcy Code. This assignment constitutes a present, covenant irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or condition Borrower as damages arising out of the rejection of any Ground Lease as aforesaid shall be applied (1) first, to all reasonable costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) actually incurred in connection with the exercise of any of its rights or remedies pursuant to this Section 5.1.30 and (2) second, to the Debt. The Allocated Loan Amount for the Individual Property with respect to which such rejection damages were paid shall be reduced in an amount equal to the amount applied to the Debt pursuant to the foregoing subclause (2). The foregoing assignment is expressly subject to the assignment in favor of Mortgage Lender contained in Section 5.1.28(f)(iii) of the Closing Date Mortgage Loan Agreement. (iii) If any action, proceeding, motion or notice shall be commenced or filed in respect of any Ground Lessor of all or any part of any Ground Lease Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall, subject to the rights of Mortgage Lender pursuant to Section 5.1.28(f)(v) of the Closing Date Mortgage Loan Agreement, cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all reasonable costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Pledge Agreement and the other Loan Documents. (e) Borrower shall telephonically notify Lender of any filing by or against any Ground Lessor of a petition under the Bankruptcy Code promptly after obtaining knowledge of such filing. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender a copy of any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (f) Borrower shall cause Mortgage Borrower to (i) exercise each option or right to renew or extend the term of any Ground Lease in accordance with the terms of such Ground Lease at least one hundred twenty (120) days prior to the last date on which Mortgage Borrower may exercise such option or right pursuant to the part terms of such Ground Lease, and (ii) give prompt written notice to Lender upon any such exercise; provided, however, that Borrower shall not be required to cause Mortgage Borrower to exercise any particular option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender to such non-exercise (which consent may be withheld by Lender in its sole and absolute discretion). (g) Borrower shall cause any acquisition of any Ground Lessor’s interest in any Ground Lease by Mortgage Borrower or Ground Lease Subsidiary, as applicable, any Affiliate of Mortgage Borrower to be observed accomplished by Mortgage Borrower or performed (unless waived such Affiliate in writing by such a manner so as to avoid a merger of the ground interests of the lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor lessee under such Ground Lease), (d) permit the leasehold estate created unless consent to such merger is granted by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this AgreementLender.

Ground Lease. (a) Borrower shall not permit any Leasehold Borrower, without Lender’s prior written consent, to fail to exercise any option or right to renew or extend the term of the applicable Ground Lease in accordance with the terms of such Ground Lease, and shall give immediate notice to Lender thereof and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the Lien of the Mortgage on such extended or renewed lease term. (or b) Borrower shall not cause permit any Leasehold Borrower to waive, excuse, or in any way release or discharge the ground lessor under any Ground Lease of or from such ground lessor’s material obligations, covenants and/or conditions under the related Ground Lease without the prior written consent of Lender. (c) Borrower shall not permit any Leasehold Borrower to, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify, amend, supplement or restate, any Ground Lease. Consent to one change, modification, amendment, supplement or restatement shall not be deemed to be a waiver of the right to require consent to other, future or successive changes, modifications, amendments, supplements or restatements. Any acquisition of ground lessor’s interest in any Ground Lease by Mortgage Borrower, Maryland Owner or any Affiliate thereof shall be accomplished by Mortgage Borrower or Maryland Owner in such a manner so as to avoid a merger of the interests of ground lessor and ground lessee in such Ground Lease SubsidiaryLease, as applicable, tounless consent to such merger is granted by Lender. (d) (a) Borrower shall not permit any Leasehold Borrower to fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (be) Borrower shall not permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableLeasehold Borrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableLeasehold Borrower, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.

Ground Lease. (a) Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of any Ground Lease in accordance with the terms of such Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the Lien of the Mortgage on such extended or renewed lease term; provided, however, Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid without Lender’s consent, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. (b) Borrower shall not cause waive, excuse, condone or permit Mortgage Borrower in any way release or discharge the Ground Lease Subsidiary, as applicable, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable Lessor under any Ground Lease as and when such rent of or other charge is due (unless waived in writing by the ground lessor under from such Ground Lease)Lessor’s material obligations, (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant covenant and/or conditions under the related Ground LeaseLease without the prior written consent of Lender, in the observance which shall not be unreasonably withheld, conditioned or performance of delayed with respect to any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such that is not a Material Ground Lease), . (c) Borrower shall not, without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed with respect to any Ground Lease that is not a Material Ground Lease, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in a material or adverse manner, any Ground Lease. Consent to one amendment, change, agreement or more modification shall not be deemed to be a waiver of the events referred right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of Ground Lessor’s interest in any Ground Lease by Borrower or any Affiliate of Borrower shall be accomplished by Borrower in such a manner so as to occur which would cause such avoid a merger of the interests of Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate Lessor and lessee in such Ground Lease and the term thereof by giving notice to in compliance with the related Mortgage Borrower or Ground Lease SubsidiaryMortgage, except as applicable, as tenant thereunder (unless waived in writing permitted by the ground lessor under such Ground Lease), clause (d) permit below. (d) Notwithstanding the leasehold estate created by foregoing provisions of this Section 5.2.8, Borrower shall have the right, without Lender’s prior written consent, to terminate any Ground Lease to be surrendered or any in connection with Borrower's acquisition of the fee interest in the Ground Lease Property so long as (a) no Event of Default shall be continuing; (b) the lien of the applicable Mortgage is spread to cover the Borrower’s interest in such fee simple interest; (c) Borrower furnishes all appropriate documents evidencing Borrower’s authorization and good standing, and the qualification and authorization of the signers to execute any documents in connection with the acquisition of the fee simple interest, spreader of the Mortgage and all documents reasonably required by Lender hereunder; (d) Borrower has executed such documents and agreements as Lender shall reasonably require to evidence and effectuate said acquisition of the fee simple interest and spreader of the Mortgage over the fee simple interest, together with such legal opinions, certifications, and acknowledgements as may be terminated or canceled for any reason or under any circumstances whatsoever or reasonably requested by Lender; (e) permit Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s Title Insurance Policy, hazard insurance endorsements or certificates and other similar materials as Lender may deem reasonably necessary at the time of the termsacquisition of the fee simple, covenants all in form and substance reasonably satisfactory to Lender, including, without limitation, an endorsement or conditions endorsements to Lender’s Title Insurance Policy insuring the lien of any the Mortgage, as spread to the fee simple, and that title to the fee simple interest in the applicable Individual Property is vested in Borrower and is otherwise reasonably satisfactory to Lender; (f) the applicable Ground Lease shall not be terminated prior to be materially modifiedthe ninety-fifth (95th) day following the satisfaction of the other requirements of this Section and only if no Event of Default shall then exist; and (g) Borrower shall have paid all recording costs and taxes related to the acquisition of the fee simple interest and recordation of the Mortgage spreader documentation together with all out-of-pocket costs and expenses, materially changedincluding, materially supplementedwithout limitation, materially alteredreasonable attorneys’ fees, or materially amended without the consent of Lender except as otherwise may be permitted incurred by this AgreementLender.

Ground Lease. Borrower shall not In the event that at any time the Land upon which the Building is constructed is leased by Landlord pursuant to a lease (or shall not cause or permit Mortgage Borrower or hereinafter referred to as the "Ground Lease") from the owner of such Land, as lessor, to Landlord, as lessee, then no termination of the Ground Lease Subsidiarynor the institution of any suit, as applicableaction, to) (a) fail to pay any rent, additional rent or other charge mentioned in or made payable proceeding by the lessor under any the Ground Lease as and when such rent or other charge is due (unless waived in writing by seeking to terminate the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant shall result in a cancellation or termination of this Lease or Tenant's obligations hereunder. Tenant covenants and agrees that if by reason of a default under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice leasehold estate in the demised premises are terminated, the Tenant will attorn to the related Mortgage Borrower then holder of the reversionary interest in the demised premises or Ground Lease Subsidiaryto anyone who shall succeed to the interest of Landlord, or to the lessee of a new underlying lease entered into pursuant to the provisions of such underlying lease, and will recognize such holder, and/or such successor in interest to Landlord and/or such lessee, as applicableTenants Landlord under this Lease. Tenant agrees to execute and deliver, as tenant thereunder (unless waived at any time and from time to time, upon the request of Landlord or of the lessor under any such underlying lease any instrument which may be necessary or appropriate to evidence such attornment. Tenant further waives the provision of any statute or rule of law now or hereafter in writing effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the demised premises in the event any proceeding is brought by the ground lessor under such Ground Lease)any underlying lease to terminate the same, (d) permit the leasehold estate created and agrees that this Lease shall not be affected in any way whatsoever by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreementsuch proceeding.

Ground Lease. Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) 00000000.0.XXXXXXXX (a) fail (1) The Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as set forth on Schedule XII attached hereto, (ii) there are no existing defaults under the Ground Lease by Mortgage Borrower, or, to pay any rentBorrower’s knowledge, the lessor thereunder, and, to Borrower’s knowledge, no event has occurred which but for the passage of time, or notice, or both would constitute a default under the Ground Lease, (iii) all rents, additional rent rents and other sums due and payable under the Ground Lease have been paid in full, (iv) neither Mortgage Borrower nor the lessor under the Ground Lease has commenced any action or other charge mentioned given or received any notice for the purpose of terminating the Ground Lease, (v) to Borrower’s knowledge, the lessor under any Ground Lease, as debtor in possession or made payable by a trustee for such lessor, has not given any notice of, and Mortgage Borrower has not consented to, any attempt to sell or transfer the Ground Lessor Estate free and clear of the Ground Lease under Section 363(f) (or any similar provision) of the U.S. Bankruptcy Code, and (vi) to Borrower’s knowledge, the lessor under any Ground Lease as is not subject to any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding and when such rent or other charge the Ground Lessor Estate is due (unless waived in writing by the ground lessor under such Ground Lease), (b) permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicable, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to not an asset being administered in any Ground Lease to occur which would cause such Ground Lease to terminate without notice voluntary or action by the ground lessor under such Ground Lease involuntary bankruptcy, reorganization or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.insolvency proceeding;

Ground Lease. Subject to any notice and cure rights benefitting Borrower as set forth in the Ground Lease, if (A) Borrower shall not (or shall not cause or permit Mortgage Borrower or Ground Lease Subsidiary, as applicable, to) (a) fail to pay in the payment of any rent, additional rent or other charge mentioned in or made payable under any by the Ground Lease as and when such rent or other charge is due payable (unless waived in writing by the ground lessor landlord under such the Ground Lease), (bB) permit to there shall occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such the Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, to be observed or performed (unless waived in writing by the ground lessor landlord under such the Ground Lease), (cC) permit if any one or more of the events referred to in any the Ground Lease to shall occur which would cause such the Ground Lease to terminate without notice or action by the ground lessor landlord under such the Ground Lease or which would entitle such ground lessor the landlord to terminate such the Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicableBorrower, as tenant thereunder (unless waived in writing by the ground lessor landlord under such the Ground Lease), (dD) permit if the leasehold estate created by any the Ground Lease to shall be surrendered or any the Ground Lease to shall be terminated or canceled for any reason or under any circumstances whatsoever or (eE) permit if any of the terms, covenants or conditions of any the Ground Lease to shall in any manner be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.of if Borrower fails to exercise any renewal options under the Ground Lease. 72 ny-1258385

Ground Lease. (a) Borrower shall not permit any Leasehold Borrower, without Lender's prior written consent, to fail to exercise any option or right to renew or extend the term of the applicable Ground Lease in accordance with the terms of such Ground Lease, and shall give immediate notice to Lender thereof and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the Lien of the Mortgage on such extended or renewed lease term. (or b) Borrower shall not cause permit any Leasehold Borrower to waive, excuse, or in any way release or discharge the ground lessor under any Ground Lease of or from such ground lessor's material obligations, covenants and/or conditions under the related Ground Lease without the prior written consent of Lender. (c) Borrower shall not permit any Leasehold Borrower to, without Lender's prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify, amend, supplement or restate, any Ground Lease. Consent to one change, modification, amendment, supplement or restatement shall not be deemed to be a waiver of the right to require consent to other, future or successive changes, modifications, amendments, supplements or restatements. Any acquisition of ground lessor's interest in any Ground Lease by Mortgage Borrower, Maryland Owner or any Affiliate thereof shall be accomplished by Mortgage Borrower or Maryland Owner in such a manner so as to avoid a merger of the interests of ground lessor and ground lessee in such Ground Lease SubsidiaryLease, as applicable, tounless consent to such merger is granted by Lender. (d) (a) Borrower shall not permit any Leasehold Borrower to fail to pay any rent, additional rent or other charge mentioned in or made payable under any Ground Lease as and when such rent or other charge is due (unless waived in writing by the ground lessor under such Ground Lease), . (be) Borrower shall not permit to occur any event of default (beyond any applicable notice, grace or cure periods) by any Mortgage Borrower or Ground Lease Subsidiary, as applicableLeasehold Borrower, as tenant under the related Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of such Mortgage Borrower or Ground Lease Subsidiary, as applicableLeasehold Borrower, to be observed or performed (unless waived in writing by the ground lessor under such Ground Lease), (c) permit any one or more of the events referred to in any Ground Lease to occur which would cause such Ground Lease to terminate without notice or action by the ground lessor under such Ground Lease or which would entitle such ground lessor to terminate such Ground Lease and the term thereof by giving notice to the related Mortgage Borrower or Ground Lease Subsidiary, as applicable, as tenant thereunder (unless waived in writing by the ground lessor under such Ground Lease), (d) permit the leasehold estate created by any Ground Lease to be surrendered or any Ground Lease to be terminated or canceled for any reason or under any circumstances whatsoever or (e) permit any of the terms, covenants or conditions of any Ground Lease to be materially modified, materially changed, materially supplemented, materially altered, or materially amended without the consent of Lender except as otherwise may be permitted by this Agreement.