Common use of Ground Lease Clause in Contracts

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to not permit Mortgage Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall notto, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as the Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine B Loan is outstanding, the Mezzanine B Borrower hereby expressly authorizes shall have received the prior written consent of the Mezzanine B Lender to the extent required under the Mezzanine B Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

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

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

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as any Mezzanine Loan is outstanding, the applicable Mezzanine Borrower shall have received the prior written consent of the applicable Mezzanine Lender to the extent required under the applicable Mezzanine Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

Ground Lease. (a) With respect to each Ground LeaseBorrower shall, Borrower shall (i) subject to Section 9.10 pay all rentsat Borrower’s sole cost and expense, additional rents promptly and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently timely perform and observe in all of material respects, all the material terms, covenants and conditions required to 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 and other charges required to be paid under the Ground Lease). Borrower shall not provide any notice of non-renewal of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under to the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receiptLessor. Borrower shall not, without the prior written consent of LenderLender (which consent shall not be unreasonably withheld, conditioned or delayed), (i) surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or (ii) modify, change, supplement, alter or amend the Ground Lease, either orally or Lease in writing, and if Borrower shall default a manner that could reasonably be expected to result in the performance or observance of any term, covenant or condition of an Individual Material Adverse Effect on the Ground Lease on Property, provided, that Borrower shall promptly deliver a copy to Lender of any modification or amendment to a Ground Lease after the part of Borrower, as tenant thereunder, and shall fail to cure the same prior execution thereof by all parties thereto. Notwithstanding anything to the expiration contrary contained in this Agreement or any other Loan Document, (including, without limitation, the other provisions of this Article V), Borrower may, without the consent of (or prior notice to) Lender, enter into a Mariner’s Cove Ground Lease Permitted Modification, provided that Xxxxxxxx agrees to promptly deliver to Lender any applicable cure period provided thereunderMariner’s Cove Ground Lease Permitted Modification after the execution thereof by all parties thereto. In connection with a Mariner’s Cove Ground Lease Permitted Modification or any other amendment or modification to the Mariner’s Cove Ground Lease otherwise permitted pursuant to the terms of this Agreement, if requested by Borrower, Lender shall have execute and deliver any instrument necessary or reasonably appropriate and in the right, but shall be under no obligation, form reasonably acceptable to pay the Lender evidencing the subordination of the Lien of the Mortgage encumbering the Mariner’s Cove Property upon receipt by Lender of (and without satisfaction of any sums other condition) (x) ten (10) days’ prior written notice thereof and to perform any act or take any action as may be appropriate to cause (y) and reimbursement of all of Lender’s reasonable, out-of-pocket third party costs and expenses incurred in connection with such grant, conveyance or encumbrance (and such consent, release of Lien or instrument of subordination), including reasonable attorneys’ fees and expenses and the terms, covenants and conditions of current fee being assessed by the Ground Lease on the part of Borrower Servicer in an amount not to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestexceed $2,000.

Ground Lease. (a) With respect This Lease is in reality a sublease, subject and subordinate in all respects to each the Ground Lease, Borrower a copy of which has been provided to the Tenant and which Tenant represents having read, and to all renewals, extensions, hypothecations and modifications thereof prior to the Commencement Date. In no event shall (i) subject Landlord be obligated to extend the term of the Ground Lease for any reason. Tenant shall neither do nor permit anything to be done which would constitute a default or breach under the Ground Lease or which would cause the Ground Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the County, and Tenant agrees to comply with all terms, conditions, and covenants of the Ground Lease. Tenant assumes and agrees to perform and observe all provisions, terms, covenants, and conditions of Landlord as the “lessee” under the Ground Lease during the Term, except as may be expressly provided to the contrary herein or not otherwise non-transferable in the County’s sole opinion. However, Tenant shall have no right to terminate this Lease pursuant to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions 10.02 of the Ground Lease, (ii) diligently perform which termination rights are retained and observe all may be exercised exclusively by, and at the discretion of, Landlord. Except as otherwise provided in this Lease, Landlord’s only obligation to Tenant with respect to the enforcement of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord Landlord’s obligations under the Ground Lease shall be to Borrower of use Landlord’s reasonable efforts to do so, which shall not include exercising any default by Borrower, as tenant thereunder, and deliver right to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under terminate the Ground Lease or of any notice thereofobligation for Landlord to commence suit, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receiptmediate, arbitrate or engage in any other proceeding with respect thereto. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created A breach or default by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance Tenant of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior constitute a default hereunder. Except to the expiration of any applicable cure period provided thereunderextent otherwise expressly set forth herein, Lender Tenant shall have the right, but shall be under no obligation, to pay any sums in all respects comply with each and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the every term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior as if Tenant were the “lessee” under the Ground Lease. Landlord shall be entitled, in addition to the last day upon rights and remedies available to the Landlord under this Lease and/or applicable law, to the same rights and remedies as against Tenant that the Ground Lease provides to the County as the “lessor” thereunder. Tenant agrees to notify Landlord of any default by the County under the Ground Lease of which any such option may be exercised, Tenant becomes aware. Each party hereto shall promptly provide to the other party a true and Borrower hereby expressly authorizes complete copy of all notices received from the County pertaining to this Lease or the duties and appoints Lender its attorney-in-fact obligations of Tenant under or with respect to exercise any such option the Ground Lease or this Lease. This Lease is subject to the written consent of the County in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed form to be coupled with an interestmutually agreed by the parties hereto and the County.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the landlord under the Ground Lease to not permit Mortgage Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall notto, without the prior Lender’s written consent of Lenderconsent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end date that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) is thirty days prior to the last day upon which of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease or take any action that impairs the automatic renewal or extension of the term of any Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided, however, Borrower shall not be required to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit the term of any Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may be exercisedwithheld by Lender in its sole and absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension of the term of any Ground Lease) and for so long as the Mortgage Loan is outstanding, the Mortgage Borrower shall have received the prior written consent of Mortgage Loan to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine A Loan is outstanding, the Mezzanine A Borrower hereby expressly authorizes shall have received the prior written consent of the Mezzanine A Lender to the extent required under the Mezzanine A Loan Agreement. Unless Borrower shall have provided notice of Borrower’s intention to release the Released Collateral associated with such Individual Property pursuant to Section 2.5 hereof prior to the expiration of the relevant Ground Lease, if Borrower shall fail to cause Mortgage Borrower to exercise any such option or right as aforesaid within thirty days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and appoints Lender its attorney-in-fact to exercise any such option as provided above in Lender’s own name or in the name of and upon on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion. If the term of any Ground Lease expires or otherwise terminates during the term of the Loan, such event shall constitute a Ground Lease Default and Borrower should Borrower fail shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to do so, which power the terms of attorney shall be irrevocable and shall be deemed to be coupled with an interestthis Agreement.

Ground Lease. Notwithstanding anything else contained in this Lease, Tenant acknowledges that Landlord's interest in the land upon which the Shopping Center is to be or has been constructed is that of a ground lessee under a ground lease between Landlord and the owner of such land (athe "Ground Lease"). Tenant agrees that (i) With respect this Lease is and shall be subordinate to each the Ground Lease, Borrower shall as the same may from time to time be modified, extended, restated or replaced, (iii) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions upon any termination of the Ground Lease, Tenant shall attorn to the ground lessor and recognize said ground lessor as its lessor under this Lease, and (iiiii) diligently perform said ground lessor shall be named as an additional insured under Tenant's liability insurance described in Section 9.2 above (provided Tenant has been furnished with the name of such ground lessor). Landlord represents and observe all warrants that the Ground Lease contains (and any restatement or replacement thereof will contain) provisions pursuant to which the ground lessor irrevocably agrees to recognize this Lease and Tenant's interest hereunder in the event of the terms, covenants and conditions any termination of the Ground Lease on (unless such termination is caused by a casualty or condemnation that also results in a termination of this Lease), so long as Tenant is not then in default under this Lease beyond any applicable cure period; provided that, upon such recognition, the part of Borrower, as tenant thereunder, ground lessor shall not (iiii) promptly notify Lender have any obligation to Tenant with respect to any portion of the giving term of any notice by this Lease extending beyond the landlord under the Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall not, without the prior written consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition scheduled expiration date of the Ground Lease on (which shall be no earlier than February 28, 2049); (ii) be liable for the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration acts or defaults of any applicable cure period provided thereunder, Lender shall prior landlord (including Landlord); (iii) have the right, but shall be under no obligation, any liability to pay complete any sums and to perform any act or take any action as may be appropriate to cause all initial construction of the terms, covenants and conditions Leased Premises or to fund any allowance granted by any prior landlord (including Landlord) with respect thereto; (iv) be bound by any payments of rent made by Tenant more than thirty (30) days in advance; or (v) be liable for the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy return of any notice of default under security deposit not actually received by the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interestground lessor.

Ground Lease. The Co-Borrower shall not (a) With respect surrender any leasehold estate created by any Ground Lease or terminate or cancel any Ground Lease without the prior written consent of the Administrative Agent and the Required Lenders; (b) without the Administrative Agent’s prior written consent, cause, agree to, or permit to each Ground Leaseoccur any subordination, Borrower shall (i) subject to Section 9.10 pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant or consent to the provisions subordination of, such Ground Lease to any mortgage, deed of trust or other Lien encumbering (or that may in the future encumber) the estate of the lessor under the Ground Lease in any premise(s) demised to the Co-Borrower under a Ground Lease (other than a subordination or consent to subordination expressly required by the terms of the Ground Lease); (c) grant any consent, (ii) diligently perform and observe all of the termsapproval or waiver under, covenants and conditions of the Ground Lease on the part of Borroweror agree to any termination, as tenant thereunder, (iii) promptly notify Lender of the giving cancellation or modification of any notice by the landlord under the Ground Lease to Borrower of any default by BorrowerLease, as tenant thereunder, and deliver to Lender a true copy of in each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt. Borrower shall notcase, without the prior written consent of Lenderthe Administrative Agent and, in the case of any material consent, approval, waiver or modification, the prior written consent of the Required Lenders, except where the collateral for the Loans consists of both the leasehold and entire fee interests in the portion of the Project covered by such Ground Lease and such consent, approval, waiver or modification has no Material Adverse Effect on the Lenders or on the security interests in such Project held for their benefit. Any such surrender of the leasehold estate created by the such Ground Lease or terminate termination, cancellation or cancel the Modification of such Ground Lease or modifynot permitted pursuant to the foregoing terms of this Section 9.14 shall be void ab initio and of no force and effect. Notwithstanding the foregoing, changeif, supplement, alter or amend in connection with the Ground Lease, either orally or in writing, and if Borrower shall default in the performance or observance of any term, covenant or condition Co-Borrower’s acquisition of the Ground Lease entirety of the Underlying Fee Estate of a Project, other than the acquisition of the Harbor Court Fee Estate, (i) the Co-Borrower grants to the Administrative Agent on behalf of the Lenders a first priority perfected Lien on the part entirety of Borrowersuch Underlying Fee Estate (together with all other right, as tenant thereundertitle and interest of the Co-Borrower in and to such Project), and shall fail to cure on the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions as are set forth in the form of Deed of Trust used for the fee portion of such Project, (ii) the Co-Borrower delivers to the Administrative Agent concurrently with the recordation of such Deed of Trust (or an amendment to the Deed of Trust for such Project providing with respect to the Underlying Fee Estate (and all other right, title and interest of the Co-Borrower in and to such Project) the same terms, covenants and conditions as are set forth in the form of Deed of Trust used for the fee portion of such Project) a Title Policy obtained from the Title Insurer at the Co-Borrower’s sole cost and expense which complies with the requirements of Section 6.01 of this Agreement and amendments to all Loan Documents (in form and substance satisfactory to the Administrative Agent, and as reasonably required by the Administrative Agent) relating to such Project confirming that all of the Co-Borrower’s representations, warranties, covenants and obligations and all of the rights, remedies and benefits of the Administrative Agent and the Lenders thereunder with respect to such Project apply to the Underlying Fee Estate of such Project together with all other right, title and interest of the Co-Borrower in and to such Project, and (iii) the Co-Borrower pays all reasonable costs and expenses of the Administrative Agent incurred in connection with such acquisition and amendment in accordance with Section 14.03, then, so long as no Event of Default then exists, the Co-Borrower may elect to terminate the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, for such Project upon at least thirty (30) days’ prior written notice to the Administrative Agent at any time following the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default. If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual optionpreference period, if any, applicable to extend or renew the term encumbrance of the Ground Lease upon demand Underlying Fee Estate in favor of the Administrative Agent, without any further consent of the Administrative Agent or any Lender, unless, in the reasonable opinion of the Administrative Agent or the Required Lenders delivered by Lender made at any time within ninety (90) days a written notice to the Co-Borrower prior to the last end of such thirty (30) day upon which period, such termination would have any Material Adverse Effect. Notwithstanding the foregoing, if the Co-Borrower notifies the Administrative Agent of its intention to make such option may be exercisedacquisition and requests the Administrative Agent to determine whether it or the Required Lenders would claim that the termination of the applicable Ground Lease in connection with the Co-Borrower’s acquisition of the Underlying Fee Estate in compliance with this Section 9.14 would have a Material Adverse Effect, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact the failure of the Administrative Agent or the Required Lenders to exercise any assert such option in the name of and upon behalf of Borrower should Borrower fail to do so, which power of attorney shall be irrevocable and claim within thirty (30) days after receiving such notice shall be deemed an election by the Administrative Agent and the Required Lenders not to assert such claim for purposes of this Section 9.14. Such deemed election shall not be coupled binding on the Administrative Agent or the Required Lenders with an interest.respect to any acquisition consummated more than one hundred eighty (180) days following the Co-Borrower’s request for such determination. Notwithstanding the foregoing, or anything to the contrary contained in this Agreement, if Co-Borrower elects to exercise its option to purchase the Harbor Court Fee Estate, as set forth in the Harbor Court Ground Lease, then Co-Borrower shall be permitted to assume the existing financing on the Harbor Court Fee Estate, and the Administrative Agent and each Lender acknowledges and agrees that it shall not be entitled to a Lien on the Harbor Court Fee Estate; provided, however, that (A) Co-Borrower shall be prohibited from merging the leasehold estate under the Harbor Court Ground Lease with the Harbor Court Fee Estate, and (B) Co-Borrower shall not be permitted to terminate the Harbor Court Ground Lease”;

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

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

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