Common use of Ground Lease Clause in Contracts

Ground Lease. (a) Borrower shall not permit Mortgage Borrower to, without Lender’s written consent, prior to the date that is thirty days prior to the last day 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 withheld 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 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreement.

Ground Lease. Redding Sundial Borrower represents and warrants to Administrative Agent and the Lenders that (ai) Borrower shall not permit Mortgage Borrower toa true, without Lender’s written consentcomplete and correct copy of the Ground Lease, prior together with all amendments thereto, has been delivered to Administrative Agent; (ii) the date that is thirty days prior to the last day of exercise with respect to such option, fail to exercise any option or right to renew or extend the term of any Ground Lease is valid and in and full force and effect; (iii) the interests of Redding Sundial Borrower under the Ground Lease has not been assigned or take pledged, other than pursuant to a Mortgage, and is not subject to any action that impairs Lien, other than the automatic renewal or extension Lien of the term of any applicable Mortgage; (iv) Redding Sundial Borrower’s interest under the Ground Lease in accordance with is assignable to Administrative Agent without the written consent of Ground Lessor, and is further assignable by Administrative Agent without Ground Lessor’s consent; (v) under the terms of the related Ground Lease and this Agreement, taken together, any insurance proceeds and Awards paid with respect to the Redding Sundial Project or the interest of Xxxxxxx Sundial Borrower therein will be applied either to the repair or restoration of all or a portion of the Redding Sundial Project, with Administrative Agent having the right to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the Obligations; (vi) [reserved]; (vii) neither Redding Sundial Borrower nor Ground Lessor is in default under the Ground Lease, nor is there any event or circumstance that, with the giving of notice or passage of time, would constitute a default under the Ground Lease; (viii) no notice of termination or default has been given or received by Redding Sundial Borrower under the Ground Lease; and shall give immediate written notice to Lender (ix) Redding Sundial Borrower has paid all sums payable 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, Redding Sundial Borrower shall not be has performed all obligations required to cause Mortgage be performed by Redding Sundial 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 withheld 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 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreement.thereunder.. [Summit Healthcare] 47

Ground Lease. (a) Borrower shall shall, at Borrower’s sole cost and expense, promptly and timely perform and observe in all 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 permit Mortgage Borrower limited to, without Lender’s written consentthe payment of all rent, prior additional rent, percentage rent and other charges required to be paid under the date that is thirty days prior to the last day 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 provide any such option or right to renew or extend (or to permit notice of non-renewal of the term of any Ground Lease to renew or extend automatically) to the extent Ground Lessor. Borrower shall have received not, without the prior written consent of Lender (which consent may shall not be withheld 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 in a manner that could reasonably be expected to result in an Individual Material Adverse Effect on the Ground Lease Property, provided, that Borrower shall promptly deliver a copy to 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 modification or amendment to the extent required under the Mortgage Loan Agreement and for so long as the Mezzanine A Loan is outstanding, the Mezzanine A Borrower 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 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. 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 after the execution thereof by all parties thereto. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (including, without limitation, the other provisions of this Article V), Borrower shall cause may, without the consent of (or prior notice to) Lender, enter into a release of the Released Collateral associated with such applicable Mariner’s Cove Ground Lease property subject Permitted Modification, provided that Xxxxxxxx agrees to promptly deliver to Lender any Mariner’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 execute and deliver any instrument necessary or reasonably appropriate and in the form reasonably acceptable to 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 other condition) (x) ten (10) days’ prior written notice thereof and (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 current fee being assessed by the Servicer in an amount not to exceed $2,000.

Ground Lease. Borrower shall (a) observe and perform the material obligations, covenants and agreements imposed on Borrower pursuant to 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 permit Mortgage Borrower tocancel, without Lender’s written consentterminate, prior to surrender or amend the date that is thirty days prior to the last day 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 without the automatic renewal or extension prior written consent of the term of any Ground Lease in accordance with the terms of the related Ground LeaseLender, and which consent 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 termnot be unreasonably withheld; provided, however, Borrower shall not be required permitted to cause Mortgage Borrower to exercise any such option or right to renew or extend (or to permit amend the term of any Ground Lease to renew or extend automatically) to without the extent Borrower shall have received the prior written consent of Lender in order to (which consent may be withheld i) modify the annual rent payable by Lender Borrower to the Ground Lessor to 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 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 absolute discretionGround Lessor and (y) allowing the rent payable by Borrower to forego causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension 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 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 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 (ii) permit Borrower shall fail or TRG or its Affiliates to cause Mortgage 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 any amendment to the Ground Lease and evidence of the payment thereof is delivered to Lender, and (iii) 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 exercise any such option or right as aforesaid within thirty days prior Lender of an amendment to the date when required, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact as provided above Ground Lease which in Lender’s own name or reasonable discretion satisfies the conditions set forth in this Section 5.1.25, Lender shall unconditionally acknowledge in writing to the name of and on behalf of a nominee of Ground Lessor that Lender, as Lender may determine ’s consent is not required in connection with the exercise of its sole and absolute discretion. If amendment to 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject delivered to the terms of this AgreementLender.

Ground Lease. (a) With respect to each Ground Lease, Borrower shall not permit Mortgage (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 toof 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’s written consent, 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 date 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 is thirty 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 of exercise with respect to upon which any 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 Leasemay be exercised, and shall give immediate written notice to Borrower hereby expressly authorizes and appoints 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 its attorney-in-fact 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 withheld 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 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 attorney-in-fact as provided above in Lender’s own name or in the name of and on upon behalf of a nominee Borrower should Borrower fail to do so, which power of Lender, as Lender may determine in the exercise of its sole attorney shall be irrevocable 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 shall cause a release of the Released Collateral associated be deemed to be coupled with such applicable Ground Lease property subject to the terms of this Agreementan interest.

Ground Lease. (a) Borrower shall not permit Mortgage will: (i) pay the rent required by the Ground Lease as the same becomes due and payable; (ii) promptly perform and observe all of the material covenants, agreements, obligations and conditions required to be performed and observed by Borrower tounder the Ground Lease, without Lender’s written consentand do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of the commencement of a proceeding under the federal bankruptcy laws by or against Borrower or, prior to upon Borrower's receipt of notification thereof, the date that is thirty days prior to lessor under the last day Ground Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the lessee under the Ground Lease of the exercise with respect to such option, fail to exercise of any option or right to renew or extend the term of the Ground Lease, promptly 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 address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Lender in writing of the receipt by Borrower of any notice (other than notices customarily sent on a regular periodic basis) from the lessor under the Ground Lease and of any notice noting or take claiming any action that impairs default by Borrower in the automatic renewal performance or extension observance of any of the term terms, covenants, or conditions on the part of Borrower to be performed or observed under the Ground Lease; (vii) promptly notify Lender in writing of the receipt by Borrower of any notice from the lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to be delivered to Lender; and (viii) promptly notify Lender in accordance with writing of any request made by either party to the terms of Ground Lease to the related other party thereto for arbitration or appraisal proceedings pursuant to the Ground Lease, and shall give immediate written notice of the institution of any arbitration or appraisal proceedings and promptly deliver to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien a copy 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 withheld 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 determination 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 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 arbitrators or appraisers in each 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreementproceeding.

Ground Lease. (a) Borrower shall not permit Mortgage Borrower to, without Lender’s written consent, prior to the date that is thirty days prior to the last day 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 withheld 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 B Loan is outstanding, the Mezzanine A B Borrower shall have received the prior written consent of the Mezzanine A B Lender to the extent required under the Mezzanine A 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreement.

Ground Lease. (a) Borrower shall not permit Mortgage Borrower tonot, without Lender’s written consent, prior to the date that is thirty days prior to the last day 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 withheld by Lender in its sole and absolute discretion) allowing Borrower to forego causing Mortgage Borrower to exercise 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 the Mortgage any Mezzanine 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 applicable Mezzanine A Loan is outstanding, the Mezzanine A Borrower shall have received the prior written consent of the applicable Mezzanine A Lender to the extent required under the applicable 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreement.

Ground Lease. (a) Borrower shall not permit Mortgage Borrower toThis Lease is in reality a sublease, without Lender’s written consentsubject and subordinate in all respects to the Ground Lease, 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 date that is thirty days prior Commencement Date. In no event shall Landlord be obligated to the last day of exercise with respect to such option, fail to exercise any option or right to renew or 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 take which would cause the Ground Lease to be terminated or forfeited by reason of any action that impairs right of termination or forfeiture reserved or vested in the automatic renewal or extension County, and Tenant agrees to comply with all terms, conditions, and covenants of the term Ground Lease. Tenant assumes and agrees to perform and observe all provisions, terms, covenants, and conditions of any 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 accordance with the terms County’s sole opinion. However, Tenant shall have no right to terminate this Lease pursuant to Section 10.02 of the related Ground Lease, which termination rights are retained and 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 Landlord’s obligations under the Ground Lease shall give immediate written notice be to Lender and use Landlord’s reasonable efforts to do so, which shall executenot include exercising any right to terminate the Ground Lease or any obligation for Landlord to commence suit, acknowledgemediate, deliver and record arbitrate or engage in any document requested other proceeding with respect thereto. A breach or default by Lender to evidence the lien Tenant of any term, covenant or condition 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) shall constitute a default hereunder. Except to the extent Borrower otherwise expressly set forth herein, Tenant shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole all respects comply with each 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 every term of the term Ground Lease as if Tenant were the “lessee” under the Ground Lease. Landlord shall be entitled, in addition to the 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) and for so long as the Mortgage Loan is outstanding, the Mortgage Borrower Lease of which Tenant becomes aware. Each party hereto shall have received the prior written consent of Mortgage Loan promptly provide to the extent required other party a true and complete copy of all notices received from the County pertaining to this Lease or the duties and obligations of Tenant under or with respect to the Mortgage Loan Agreement and for so long as Ground Lease or this Lease. This Lease is subject to the Mezzanine A Loan is outstanding, the Mezzanine A Borrower shall have received the prior written consent of the Mezzanine A Lender County in form to be mutually agreed by the extent required under parties hereto and 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this AgreementCounty.

Ground Lease. The Co-Borrower shall not (a) Borrower shall not permit Mortgage Borrower to, without Lender’s written consent, prior to the date that is thirty days prior to the last day of exercise with respect to such option, fail to exercise surrender any option or right to renew or extend the term of leasehold estate created by any Ground Lease or take any action that impairs the automatic renewal terminate or extension of the term of cancel 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 withheld 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 shall have received without the prior written consent of the Mezzanine A Lender Administrative Agent and the Required Lenders; (b) without the Administrative Agent’s prior written consent, cause, agree to, or permit to occur any subordination, or consent to the extent required 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 Mezzanine A Loan AgreementGround 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, approval or waiver under, or agree to any termination, cancellation or modification of any Ground Lease, in each case, without the prior written consent of the 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. Unless Borrower Any such surrender of the leasehold estate created by such Ground Lease or termination, cancellation or Modification of such Ground Lease not permitted pursuant to the foregoing terms of this Section 9.14 shall have provided notice be void ab initio and of no force and effect. Notwithstanding the foregoing, if, in connection with the Co-Borrower’s intention acquisition of the 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 release the Released Collateral associated Administrative Agent on behalf of the Lenders a first priority perfected Lien on the entirety of such Underlying Fee Estate (together with all other right, title and interest of the Co-Borrower in and to such Project), on 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, (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 Individual Property pursuant 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 Section 2.5 hereof terminate the Ground Lease for such Project upon at least thirty (30) days’ prior written notice to the Administrative Agent at any time following the end of any preference period, if any, applicable to the encumbrance of the 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 a written notice to the Co-Borrower prior to the expiration end of such thirty (30) day 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 acquisition and requests the Administrative Agent to determine whether it or the Required Lenders would claim that the termination of the relevant 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, the failure of the Administrative Agent or the Required Lenders to assert such 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 binding on the Administrative Agent or the Required Lenders with 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, if then Co-Borrower shall fail be permitted to cause Mortgage 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 to exercise any such option or right as aforesaid within thirty days prior to shall be prohibited from merging the date when required, Lender may exercise leasehold estate under 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. If the term of any Harbor Court Ground Lease expires or otherwise terminates during with the term of the LoanHarbor Court Fee Estate, such event shall constitute a Ground Lease Default and (B) Co-Borrower shall cause a release of not be permitted to terminate the Released Collateral associated with such applicable Harbor Court Ground Lease property subject to the terms of this Agreement.Lease”;

Ground Lease. (a) Borrower shall not permit Mortgage Borrower toMortgagor will: (i) pay the rent required by the Ground Lease as the same becomes due and payable; (ii) promptly perform and observe all of the material covenants, without Lender’s written consentagreements, prior obligations and conditions required to be performed and observed by Mortgagor under the date that is thirty days prior Ground Lease, and do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of the last day 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 lessee under the Ground Lease of the exercise with respect to such option, fail to exercise of any option or right to renew or extend the term of the Ground Lease, promptly 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 address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice (other than notices customarily sent on a regular periodic basis) from the lessor under the Ground Lease and of any notice noting or take claiming any action that impairs default by Mortgagor in the automatic renewal performance or extension observance of any of the term terms, covenants, or conditions on the part of Mortgagor to be performed or observed under the Ground Lease; (vii) promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice from the lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to be delivered to Mortgagee; and (viii) promptly notify Mortgagee in accordance with writing of any request made by either party to the terms of Ground Lease to the related other party thereto for arbitration or appraisal proceedings pursuant to the 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 institution of any Ground Lease arbitration or appraisal proceedings and promptly deliver to renew or extend automatically) 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 causing Mortgage Borrower to exercise such option or right to renew or extend (or to terminate any automatic renewal or extension Mortgagee a copy 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 shall have received the prior written consent determination 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 arbitrators or appraisers in each 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreementproceeding.

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) Borrower this Lease is and shall be subordinate to the Ground Lease, as the same may from time to time be modified, extended, restated or replaced, (ii) 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 (iii) 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 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 any termination of the Ground Lease (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 ground lessor shall not permit Mortgage Borrower to, without Lender’s written consent, prior (i) have any obligation to the date that is thirty days prior to the last day of exercise Tenant 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 portion of the term of any this Lease extending beyond the scheduled expiration date of the Ground Lease in accordance with (which shall be no earlier than February 28, 2049); (ii) be liable for the terms acts or defaults of any prior landlord (including Landlord); (iii) have any liability to complete any initial construction 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 (Leased Premises or to permit 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 term return of any Ground Lease to renew or extend automatically) to security deposit not actually received by 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 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 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreementground lessor.

Ground Lease. (a) Leasehold Borrower shall not permit Mortgage will: (i) pay the rent required by the Ground Lease as the same becomes due and payable; (ii) promptly perform and observe all of the material covenants, agreements, obligations and conditions required to be performed and observed by Leasehold Borrower tounder the Ground Lease, without Lender’s written consentand do all things necessary to preserve and keep unimpaired its rights thereunder; (iii) promptly notify Lender in writing of the commencement of a proceeding under the federal bankruptcy laws by or against Leasehold Borrower or, prior to upon Leasehold Borrower's receipt of notification thereof, the date that is thirty days prior to lessor under the last day Ground Lease; (iv) if any of the indebtedness secured hereby remains unpaid at the time when notice may be given by the lessee under the Ground Lease of the exercise with respect to such option, fail to exercise of any option or right to renew or extend the term of the Ground Lease, promptly 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 address of the Person with whom such proceeds have been deposited and the amount so deposited; (vi) promptly notify Lender in writing of the receipt by Leasehold Borrower of any notice (other than notices customarily sent on a regular periodic basis) from the lessor under the Ground Lease and of any notice noting or take claiming any action that impairs default by Leasehold Borrower in the automatic renewal performance or extension observance of any of the term terms, covenants, or conditions on the part of Leasehold Borrower to be performed or observed under the Ground Lease; (vii) promptly notify Lender in writing of the receipt by Leasehold Borrower of any notice from the lessor of any termination of the Ground Lease and promptly cause a copy of each such notice to be delivered to Lender; and (viii) promptly notify Lender in accordance with writing of any request made by either party to the terms of Ground Lease to the related other party thereto for arbitration or appraisal proceedings pursuant to the Ground Lease, and shall give immediate written notice of the institution of any arbitration or appraisal proceedings and promptly deliver to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien a copy 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 withheld 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 determination 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 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 arbitrators or appraisers in each 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 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. 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 shall cause a release of the Released Collateral associated with such applicable Ground Lease property subject to the terms of this Agreementproceeding.