Common use of Ground Leases Clause in Contracts

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit BSolely with respect to Unencumbered Property, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest each of the ground lessor as fee owner Parent and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partBorrower shall, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or shall cause each other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLoan Party to: (a) The Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease or a memorandum regarding as tenant under such Acceptable Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease; and (b) The lessor Promptly notify the Administrative Agent of (i) the giving to the applicable Subsidiary Guarantor of any notice of any default by such Subsidiary Guarantor under such any Acceptable Ground Lease has agreed in and deliver to the Administrative Agent a writing included in true copy of each such notice within five (5) Business Days of such Subsidiary Guarantor’s receipt thereof, and (ii) any bankruptcy, reorganization, or insolvency of the related Mortgage File (or in such Ground Lease) that the landlord under any Acceptable Ground Lease may not be amended or modifiedof any notice thereof, or canceled or terminated by agreement and deliver to the Administrative Agent a true copy of lessor and lessee, without the prior written consent such notice within five (5) Business Days of the Mortgagee;applicable Subsidiary Guarantor’s receipt. (c) The Exercise any individual option to extend or renew the term of an Acceptable Ground Lease has an original term upon demand by the Administrative Agent made at any time within thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised, and will each applicable Subsidiary Guarantor hereby expressly authorizes and appoints the Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Subsidiary Guarantor, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. If the applicable Subsidiary Guarantor shall default in the performance or observance of any term, by either Mortgagor covenant, or condition of any Acceptable Ground Lease on the Mortgagee) that extends not less than 20 years beyond part of such Subsidiary Guarantor and shall fail to cure the stated maturity same prior to the expiration of any applicable cure period provided thereunder, then the Administrative Agent 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 related Mortgage Loanterms, or 10 years past the stated maturity if covenants, and conditions of such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Acceptable Ground Lease either (i) is not subject on the part of such Subsidiary Guarantor to any liens be performed or encumbrances superior observed on behalf of such Subsidiary Guarantor, to the end that the rights of such Subsidiary Guarantor in, to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The under such Acceptable Ground Lease does not place commercially unreasonably restrictions on shall be kept unimpaired and free from default. If the identity of the Mortgagee and the landlord under any Acceptable Ground Lease is assignable shall deliver to the holder Administrative Agent a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by the Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) below)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes (A) Each Ground Lease contains the entire agreement of this Exhibit Bthe Ground Lessor and the applicable Borrower pertaining to each Ground Leased Property covered thereby. The Borrowers have no estate, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term right, title or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease or to the ground lessee Ground Leased Properties except under and pursuant to the Ground Leases. The Borrowers have delivered true and correct copies of each of the Ground Leases to Lender and the Ground Leases have not been modified, amended or assigned except as set forth on SCHEDULE 4.30. (who mayB) To the Knowledge of the Borrowers, in certain circumstances, own each Ground Lessor is the building and improvements on the land)exclusive fee simple owner of its Ground Leased Property, subject only to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor Permitted Encumbrances, and each Ground Lessor is the sole owner of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording lessor's interest in the applicable jurisdiction. The Ground Lease. (C) There are no rights to terminate any Ground Lease or an estoppel other than any Ground Lessor's right to terminate by reason of default, casualty, condemnation or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lesseereasons, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change each case as expressly set forth in the terms of the applicable Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease. (bD) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Each Ground Lease is in full force and effect as and to the Borrowers' Knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease (a "GROUND LEASE DEFAULT") exists or has occurred on the part of the Closing Date; (g) The Ground Lease Borrowers or ancillary agreement between on the lessor and the lessee requires the lessor to give to the Mortgagee written notice part of any default, Ground Lessor under any Ground Lease. All base rent and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee additional rent due and payable under the Ground Lease Leases has been paid through legal proceedings) the date hereof and the Borrowers are not required to cure pay any default under the Ground Lease which is curable deferred or accrued rent after the Mortgagee’s receipt of notice of date hereof under any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground LeaseLeases. The Borrowers have not received any written notice that a Ground Lease Default has occurred or exists, an estoppel or other agreement received from that any Ground Lessor or any third party alleges the ground lessor and same to have occurred or exist. (E) The applicable Borrower set forth on SCHEDULE 4.30 is the related Mortgage (taken together), any related insurance proceeds or the portion exclusive owner of the condemnation award allocable lessee's interest under and pursuant to the ground lessee’s applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under any Ground Lease (other than (i) de minimis amounts for minor casualties assignments that will terminate on or (ii) prior to Closing), except in respect favor of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either Lender pursuant to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage this Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement Agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingother Loan Documents.

Ground Leases. For purposes of this Exhibit Bparagraph, a “Ground Leaseground lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Mortgage on a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease ground lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) 1.54.1. The Ground Lease ground lease or a memorandum regarding such Ground Lease ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially and adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease ground lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage Loan File; (b) 1.54.2. The lessor under such Ground Lease ground lease has agreed in a writing included in the related Mortgage Loan File (or in such Ground Leaseground lease) that the Ground Lease ground lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageeagent or lender (unless in connection with an amendment to correct typographical errors or are otherwise de minimis in nature) and that any such action without such consent is not binding on the agent or lender, its successors or assigns; (c) 1.54.3. The Ground Lease ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) 1.54.4. The Ground Lease either (i) ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectLiens; (e) 1.54.5. The Ground Lease ground lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee mortgagee and the Ground Lease ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required (if required) in accordance with the Ground Leasesuch ground lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) 1.54.6. The Seller has not received any written notice of material default under or notice of termination of such Ground Leaseground lease. To the Seller’s knowledge, there is no material default under such Ground Lease ground lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease ground lease and to the Seller’s knowledge, such Ground Lease ground lease is in full force and effect as of the Closing Dateeffect; (g) 1.54.7. The Ground Lease ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee agent or lender written notice of any material default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgageeagent or lender; (h) 1.54.8. The Mortgagee agent or lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease ground lease through legal proceedings) to cure any default under the Ground Lease ground lease which is curable after the Mortgageeagent’s or lender’s receipt of notice of any default before the lessor may terminate the Ground Leaseground lease; (i) 1.54.9. The Ground Lease ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial residential mortgage lender; (j) 1.54.10. Under the terms of the Ground Leaseground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) section 1.54.11 below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee agent, lender or a trustee duly appointed by it having the right to hold and disburse such proceeds if in excess of 10% of the principal amount of the related Mortgage Loans as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under 1.54.11. Under the terms of the Ground Lease, an estoppel or other agreement ground lease and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of all or substantially all of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) 1.54.12. Provided that the Mortgagee agent or lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee agent or lender upon termination of the Ground Lease ground lease for any reason, including rejection of the Ground Lease ground lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit BD, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, The Mortgage Loans that are identified on the Mortgage Loan Schedule as being secured in whole or in part by a leasehold estate (a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee ”) (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With except with respect to any Mortgage Loan where the Mortgage Loan is also secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such the Mortgaged Property, based upon ) satisfy the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatfollowing conditions: (a) The such Ground Lease or a memorandum regarding thereof has been or will be duly recorded, or “gap” title insurance coverage insuring the recordation of same has been obtained; such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received by the originator of the Mortgage Loan from the ground lessor permits lessor, provides that the interest of the lessee to thereunder may be encumbered by the related Mortgage and does not restrict the current use of the related Mortgaged Property by such lessee; as of the date of origination of the Mortgage Loan, its successors or assigns there was no material change of record in a manner that would materially adversely affect the security provided by terms of such Ground Lease with the exception of written instruments which are part of the related Mortgage. No Mortgage File and the Seller has no knowledge of any material change in the terms of the such Ground Lease had occurred since the origination recordation of the Mortgage Loanrelated Mortgage, except as reflected in any with the exception of written instruments which are included in part of the related Mortgage File; (b) The such Ground Lease and such other agreement received by the originator of the Mortgage Loan from the ground lessor are not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related fee interest and Permitted Encumbrances, and such Ground Lease and such other agreement received by the originator of the Mortgage Loan from the ground lessor are, and shall remain, prior to any mortgage or other lien upon the related fee interest (other than the Permitted Encumbrances) unless a nondisturbance agreement is obtained from the holder of any mortgage on the fee interest which is assignable to or for the benefit of the related lessee and the mortgagee under the Mortgage Loan; (c) such Ground Lease or other agreement provides that upon foreclosure of the related Mortgage or assignment of the related Mortgagor’s interest in such Ground Lease in lieu thereof, the mortgagee under such Mortgage is entitled to become the owner of such interest upon notice to, but without the consent of, the lessor thereunder and, if such mortgagee (or any of its successors and assigns under the Mortgage) becomes the owner of such interest, such interest is further assignable by such mortgagee (or any of its successors and assigns under the Mortgage) upon notice to, but without the consent of, the lessor thereunder; (d) (i) such Ground Lease is in full force and effect and no material default by lessee or lessor was in existence at origination or, to the Seller’s knowledge, is in existence as of the Closing Date under such Ground Lease has agreed (it being understood that any default that would reasonably be expected to result in the lessor having the right to terminate the Ground Lease shall be deemed to be material); (ii) to the Seller’s knowledge, as of the Closing Date there is no condition which, but for the passage of time or the giving of notice, would result in a writing included in default under the related Mortgage File (or in terms of such Ground Lease; and (iii) that the either such Ground Lease may or a separate agreement contains the lessor’s covenant that it shall not be amended materially amend, modify, cancel or modified, or canceled or terminated by agreement of lessor and lessee, terminate such Ground Lease without the prior written consent of the Mortgageemortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related mortgagee, or its successors or assigns is not binding on such mortgagee, or its successors or assigns; (ce) The such Ground Lease or other agreement (i) requires the lessor thereunder to give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease and (ii) provides that no such notice of the lessee’s default under the Ground Lease shall be effective against such mortgagee unless such notice of default has been given to such mortgagee; (f) either (i) the related lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease which is curable, including reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate or cancel such Ground Lease; (B) in the case of any such default which is not curable by such mortgagee, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee in a bankruptcy proceeding, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the related Mortgagor under such Ground Lease (insofar as it relates to the Ground Lease) may be exercised by or on behalf of such mortgagee under the related Mortgage upon foreclosure or assignment in lieu of foreclosure; (g) such Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, terms that under all circumstances, circumstances may be exercised, and will be enforceable, by either Mortgagor the mortgagee or the Mortgageeits assignee) that which extends not less than 20 years beyond the stated maturity date of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (dh) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds will be applied either (A) to the Seller’s knowledge, such Ground Lease is in full force and effect as repair or restoration of all or part of the Closing Date; related Mortgaged Property, with the mortgagee under such Mortgage or trustee appointed (gor consented to) The Ground Lease by it or ancillary agreement between by the lessor having the right to hold and disburse such proceeds as the lessee requires the lessor repair or restoration progresses (except in such cases where a provision entitling another party to give to the Mortgagee written notice of any default, hold and provides that no notice of default or termination is effective against the Mortgagee unless disburse such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does proceeds would not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (iiB) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment in whole or in part of the outstanding principal balance of the such Mortgage Loan, Loan together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s unpaid interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interestthereon; and (li) Provided such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by the Seller; such Ground Lease contains a covenant (or applicable laws provide) that the Mortgagee cures lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any defaults which are susceptible lessee in the relevant portion of such Mortgaged Property subject to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the such Ground Lease for any reason, including rejection of or in any manner, which would materially adversely affect the Ground Lease in a bankruptcy proceedingsecurity provided by the related Mortgage.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner Except as the ground lessor conveys for a term or terms of years its entire interest in the land disclosed on Schedule V and buildings and other improvements, if any, comprising the premises demised under such lease except to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest extent failure of the ground lessor as fee owner and does same to be true would not include industrial development agency (XXX) or similar leases for purposes of conferring have a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatMaterial Adverse Effect: (a) The the lien of any mortgage now or hereafter placed on the fee title to the CIGNA Mortgage Loan Property is and will be subject and subordinate to the Ground Lease and to any New Lease (hereinafter defined); (b) if there shall be a condemnation or taking in lieu of a memorandum regarding such condemnation of the fee title to the CIGNA Mortgage Loan Property, subject to amounts which are applied to restoration, CIGNA Mortgage Loan Borrower is entitled under the Ground Lease has been duly recorded to receive such portion of the Award for such condemnation or submitted taking in lieu of condemnation as equals the value of CIGNA Mortgage Loan Borrower’s estate under the Ground Lease and improvements made by CIGNA Mortgage Loan Borrower and if there shall be a casualty under a Ground Lease, either there is an obligation to use insurance proceeds for recordation a full restoration or CIGNA Mortgage Loan Borrower is entitled to receive such portion of such proceeds as equals the value of improvements made by CIGNA Mortgage Loan Borrower; (c) CIGNA Mortgage Loan Borrower is authorized to assign its interest in a form that any Award which CIGNA Mortgage Loan Borrower is acceptable for recording entitled to receive pursuant to the Ground Lease; (d) the Ground Lease may be assigned from time to time without the consent of Ground Lessor and upon an assignment of CIGNA Mortgage Loan Borrower’s interest in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from Lease, the ground lessor permits the interest of the lessee to be encumbered assignor may, by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the assignment, be released from all obligations on the part of the ground lessee under the Ground Lease had occurred since arising thereafter; (e) CIGNA Mortgage Loan Borrower has the origination right under the Ground Lease to mortgage the Ground Lease and the leasehold estate thereby created without the prior consent of Ground Lessor; (f) CIGNA Mortgage Loan Borrower has the right to sublease or otherwise encumber, subject to matters disclosed pursuant to Schedule V without restriction, all or any part of the CIGNA Mortgage Loan Property without the consent of Ground Lessor; (h) if any default by CIGNA Mortgage Loan Borrower shall occur under the Ground Lease, any fee mortgagee is entitled under the Ground Lease to receive notice of such default from Ground Lessor and a commercially reasonable opportunity to cure any such default which is susceptible of cure by a fee mortgagee, which, in the case of any non-monetary default susceptible of cure by a fee mortgagee, includes the right of a fee mortgagee or its designee to acquire possession of the CIGNA Mortgage Loan Property by means of foreclosure of the Mortgage Loan, except as reflected in any written instruments which are included in or by other means and to become the lessee under the related Mortgage File; (b) The lessor under Ground Lease, and so long as such Ground Lease fee mortgagee has agreed in to effectuate a writing included in cure and is proceeding to cure any such non-monetary default and no monetary default remains uncured beyond any applicable notice and grace periods to which CIGNA Mortgage Loan Borrower and such fee mortgagee are entitled, Ground Lessor may not terminate the related Mortgage File (or in such Ground Lease; (i) provided that no monetary default remains uncured beyond any applicable notice and grace periods to which CIGNA Mortgage Loan Borrower and a fee mortgagee are entitled, the Ground Lease may not be amended or modified, or canceled or terminated by agreement Ground Lessor by reason of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, any default by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such CIGNA Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) Borrower which is not subject to any liens or encumbrances superior to, or susceptible of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or cure by Lender; (iij) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and if the Ground Lease is assignable terminated by reason of a default by CIGNA Mortgage Loan Borrower, a fee mortgagee or its designee is entitled under the Ground Lease to enter into a new lease (the holder “New Lease”) with Ground Lessor for the remainder of the Mortgage Loan and its successors and assigns without the consent term of the lessor thereunder (provided that proper notice is delivered to Ground Lease upon the extent required same base rent and additional rent and other terms, covenants, conditions and agreements as are contained in accordance with the Ground Lease), and in ; (k) the event it is so assigned, it is further assignable by Ground Lease requires the holder Ground Lessor to give copies of all notices of default which are given under the Ground Lease to CIGNA Mortgage Loan and its successors and assigns without the consent of Borrower contemporaneously to each fee mortgagee; (but with prior notice tol) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such each Ground Lease represents the entire agreement between the parties thereto and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; and has not been modified or supplemented; (gm) The no Ground Lease cannot be canceled solely by Ground Lessor and requires CIGNA Mortgage Loan Borrower’s consent for all modifications, amendments or ancillary agreement between the lessor restatements thereof; (n) all rents (including additional rents and the lessee requires the lessor to give other charges) reserved for in each Ground Lease and payable prior to the Mortgagee written notice date hereof have been paid; (o) no party to any Ground Lease is in default of any obligation such party has thereunder and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute such a default, and provides that ; (p) no notice of default or termination is effective against the Mortgagee unless such notice is given other written or oral communication has been provided to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default party under the Ground Lease which is curable after alleges that, as of the Mortgagee’s receipt date hereof, either a default exists or with the passage of notice time will exist under the provisions of any default before the lessor may terminate Ground Lease; and (q) the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms Lessor under each of the Ground Lease, an estoppel or other agreement received from Leases is the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion fee owner of the condemnation award allocable to the ground lessee’s underlying fee interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related CIGNA Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold Property and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the no Ground Lease for any reason, including rejection of the Ground Lease in creates a bankruptcy proceedingsubleasehold interest.

Ground Leases. For purposes of this Exhibit B(a) Subject to Section 7.3(b) and Section 7.3(c) below, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease event of cancellation or termination of any Ground Lease for any reason whatsoever whether voluntary or involuntary (by operation of law or otherwise) prior to the ground lessee Expiration Date (who may, in certain circumstances, own other than the building and improvements on the land), subject to the reversionary interest cancellation or termination of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease entered into in whole connection with a sale-leaseback transaction by Owner (other than if such cancellation or in parttermination resulted from User’s default under this Agreement), and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel which cancellation or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording termination results in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor Golf Course leased under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not no longer being subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Leasethis Agreement), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is then this Agreement shall remain in full force and effect and User’s obligation to pay each of the Golf Course Use Payments (excluding the portion of the Complimentary Golf Rounds Fee attributable to such Ground Leased Golf Course) and all Additional Charges required by this Agreement, and all other obligations of User hereunder (other than such obligations of User hereunder that concern solely the applicable Ground Leased Golf Course demised under the affected Ground Lease (including, without limitation, the obligations of User hereunder with respect to the portion of the Complimentary Golf Rounds Fee attributable to such Ground Leased Golf Course), which, for the avoidance of doubt, shall under no circumstances include or be deemed to include the obligations of User hereunder with respect to all or any portion of the Membership Fee), shall continue unabated (and, for the avoidance of doubt, the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith)); provided that if Owner enters into a replacement lease with respect to the applicable Ground Leased Golf Course on substantially similar terms to those of such cancelled or terminated Ground Lease, then such replacement lease shall automatically become a Ground Lease hereunder and such Ground Leased Golf Course shall remain part of the Golf Courses hereunder. Nothing contained in this Agreement shall create, or be construed as creating, any privity of contract or privity of estate between the lessor under any applicable Ground Lease (in each case, the “Ground Lessor”) and User. (b) With respect to any Ground Leased Golf Course, the Ground Lease for which has an expiration date (taking into account any renewal options exercised thereunder as of the Closing Commencement Date or hereafter exercised) prior to the Expiration Date; (g) The , this Agreement shall expire solely with respect to such Ground Leased Golf Course concurrently with such Ground Lease or ancillary agreement between expiration date (taking into account the lessor following sentences of this Section 7.3(b)). There shall be no reduction in any of the Golf Course Use Payments by reason of such expiration with respect to, and the lessee requires corresponding removal from this Agreement of, any such Ground Leased Golf Course, except that the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession portion of the interest Complimentary Golf Rounds Fee attributable to such Ground Leased Golf Course shall no longer constitute a part of the lessee under Golf Course Use Payments (and, for the Ground Lease through legal proceedings) avoidance of doubt, the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith)). Unless all of the rights to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under extend the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor Leases fail to be validly and the related Mortgage (taken together), any related insurance proceeds or the portion timely exercised pursuant to Section 1.4 of each of the condemnation award allocable Leases, Owner (as ground lessee) shall be required to (at the appropriate times) exercise all renewal options contained in each Ground Lease so as to extend the term thereof, and Owner shall provide User with a copy of Owner’s exercise of such renewal option. (c) Notwithstanding anything to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) contrary set forth in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified this Agreement, in the related Mortgage Loan documents) the Mortgagee event that, despite any cancellation or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the any Ground Lease for any reasonreason whatsoever whether voluntary or involuntary (by operation of law or otherwise), including rejection Owner continues to be able to make available to User use of the applicable Ground Leased Golf Course demised under the affected Ground Lease for the Primary Intended Use, then all rights and obligations of Owner and User with respect to such Ground Leased Golf Course shall continue in full force and effect. (d) Nothing contained in this Agreement amends, or shall be construed to amend, any provision of the Ground Lease in a bankruptcy proceedingLeases.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) below)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXIXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With Solely with respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partBorrowing Base Property, each of Parent and Borrower shall, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or shall cause each other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLoan Party to: (a) The Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease or a memorandum regarding as tenant under such Acceptable Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease; and (b) The lessor Promptly notify Administrative Agent of (i) the giving to the applicable Mortgagor of any notice of any default by such Mortgagor under such any Acceptable Ground Lease has agreed in and deliver to Administrative Agent a writing included in true copy of each such notice within five (5) Business Days of such Mortgagor’s receipt thereof, and (ii) any bankruptcy, reorganization, or insolvency of the related Mortgage File (or in such Ground Lease) that the landlord under any Acceptable Ground Lease may not be amended or modifiedof any notice thereof, or canceled or terminated by agreement and deliver to Administrative Agent a true copy of lessor and lessee, without the prior written consent such notice within five (5) Business Days of the Mortgagee;applicable Mortgagor’s receipt. (c) The Exercise any individual option to extend or renew the term of an Acceptable Ground Lease has an original term upon demand by Administrative Agent made at any time within thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised, and will each applicable Mortgagor hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Mortgagor, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. If the applicable Mortgagor shall default in the performance or observance of any term, by either covenant, or condition of any Acceptable Ground Lease on the part of such Mortgagor and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or the Mortgagee) that extends not less than 20 years beyond the stated maturity take any action as may be appropriate to cause all of the related Mortgage Loanterms, or 10 years past the stated maturity if covenants, and conditions of such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Acceptable Ground Lease either (i) is not subject on the part of such Mortgagor to any liens be performed or encumbrances superior observed on behalf of such Mortgagor, to the end that the rights of such Mortgagor in, to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The under such Acceptable Ground Lease does not place commercially unreasonably restrictions on shall be kept unimpaired and free from default. If the identity of the Mortgagee and the landlord under any Acceptable Ground Lease is assignable shall deliver to the holder Administrative Agent a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k)) below) below will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With Solely with respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partBorrowing Base Property, each of Parent and Borrower shall, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or shall cause each other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLoan Party to: (a) The Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease or a memorandum regarding as tenant under such Acceptable Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease; and (b) The lessor Promptly notify Administrative Agent of (i) the giving to the applicable Property Owner of any notice of any default by such Property Owner under such any Acceptable Ground Lease has agreed in and deliver to Administrative Agent a writing included in true copy of each such notice within five (5) Business Days of such Property Owner’s receipt thereof, and (ii) any bankruptcy, reorganization, or insolvency of the related Mortgage File (or in such Ground Lease) that the landlord under any Acceptable Ground Lease may not be amended or modifiedof any notice thereof, or canceled or terminated by agreement and deliver to Administrative Agent a true copy of lessor and lessee, without the prior written consent such notice within five (5) Business Days of the Mortgageeapplicable Property Owner’s receipt; (c) The Exercise any individual option to extend or renew the term of an Acceptable Ground Lease has an original term upon demand by Administrative Agent made at any time within thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised, and will each applicable Property Owner hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Property Owner, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. If the applicable Property Owner shall default in the performance or observance of any term, by either Mortgagor covenant, or condition of any Acceptable Ground Lease on the Mortgagee) that extends not less than 20 years beyond part of such Property Owner and shall fail to cure the stated maturity same prior to the expiration of any applicable cure period provided thereunder, then Administrative Agent 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 related Mortgage Loanterms, or 10 years past the stated maturity if covenants, and conditions of such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Acceptable Ground Lease either (i) is not subject on the part of such Property Owner to any liens be performed or encumbrances superior observed on behalf of such Property Owner, to the end that the rights of such Property Owner in, to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The under such Acceptable Ground Lease does not place commercially unreasonably restrictions on shall be kept unimpaired and free from default. If the identity of the Mortgagee and the landlord under any Acceptable Ground Lease is assignable shall deliver to the holder Administrative Agent a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes of this Exhibit BAgreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold Ground Leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assignsassigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that: : (aA) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and does do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage File; ; Exh. C-15 (bB) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground LeaseLease and Related Documents) that the Ground Lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, lessee without the prior written consent of the Mortgagee; lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease; (cC) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); ; (dD) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject to of a subordination, non-disturbance and or attornment agreement or similar agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; ; (eE) The Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that proper notice is delivered to the extent required in accordance with the such Ground LeaseLease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (but with prior notice to) the lessor; or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid); (fF) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; ; (gG) The Ground Lease or ancillary agreement between the lessor and the lessee requires Related Documents require the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgagee; lender; (hH) The Mortgagee A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is Exh. C-16 curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; ; (iI) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent the Mortgage Loan Seller in connection with the origination of similar commercial mortgage lender; or multifamily loans intended for securitization; (jJ) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) belowK)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; ; (kK) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and and (lL) Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. 37.

Ground Leases. For purposes of this Exhibit B(a) Borrower shall cause Mortgage Borrower to, a “or shall cause Mortgage Borrower to cause CPLV Tenant to, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Mortgage Borrower as lessee under the Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvementsLease (including, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land)but not limited to, subject to Section 7.4 below, the reversionary interest payment of all rent, additional rent, percentage rent and other charges required to be paid under each Ground Lease). (b) If Mortgage Borrower or Administrative Agent receives from Ground Lessor a notice of default under the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect Ground Lease, then, subject to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to grant Administrative Agent the right (but not the obligation), to cause the default or defaults under the Ground Lease to be remedied and otherwise exercise any estoppel and all rights of Mortgage Borrower under the Ground Lease, as may be necessary to prevent or other agreement received from cure any default, and Administrative Agent shall have the ground lessor in favor right to enter all or any portion of the Seller, its successors and assigns, Property that is subject to the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding at such Ground Lease has been duly recorded or submitted for recordation reasonable times and in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee such manner as Administrative Agent deems necessary (subject to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since and the origination rights of the Mortgage LoanCPLV Tenant under the CPLV Lease and Tenants Leases and any third-party occupants), except as reflected in to prevent or to cure any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;default. (c) The actions or payments of Administrative Agent to cure any default by Mortgage Borrower under the Ground Lease has an original term (shall not remove or an original term plus one or more optional renewal termswaive, whichas between Borrower and Administrative Agent, the default that occurred under all circumstances, may be exercised, and will be enforceable, this Agreement by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity virtue of the related default by Mortgage LoanBorrower under the Ground Lease. All sums expended by Administrative Agent to cure any such default shall be paid by Borrower to Administrative Agent, or 10 years past within five (5) Business Days of demand, with interest on such sum at the stated maturity if rate set forth in this Agreement from the date of such Mortgage Loan fully amortizes demand to and including the date the reimbursement payment is made to Administrative Agent. All such indebtedness shall be deemed to be secured by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);Pledge Agreement. (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or Borrower shall notify Administrative Agent promptly in writing of equal priority with, the Mortgage, except for the related fee interest it becoming aware of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The occurrence of any default by Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and Lessor under the Ground Lease is assignable to (beyond all applicable notice and cure periods thereunder) or following the holder receipt by Borrower or Mortgage Borrower of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default from Ground Lessor under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition noting or claiming the occurrence of any default by Mortgage Borrower under the Ground Lease or the occurrence of any event that, but for with the passage of time or giving service of notice, or both, would result in constitute a material default by Mortgage Borrower under the terms Ground Lease. Borrower shall promptly deliver to Administrative Agent a copy of any such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;. (he) The Mortgagee is permitted a Within ten (10) days after receipt of written demand by Administrative Agent, Borrower shall cause Mortgage Borrower to use commercially reasonable opportunity (including, where necessary, sufficient time efforts to gain possession of the interest of the lessee obtain from Ground Lessor under the Ground Lease and furnish to Administrative Agent the estoppel certificate of Ground Lessor stating the date through legal proceedingswhich rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any; provided that Administrative Agent shall not make such demand more than once in any twelve (12) month period unless an Event of Default is continuing. (f) Borrower shall, or shall cause Mortgage Borrower to, promptly execute, acknowledge and deliver to Administrative Agent such instruments as may be reasonably required to permit Administrative Agent to cure any default under the Ground Lease which is curable after in accordance with the Mortgagee’s receipt terms of notice this Agreement or permit Administrative Agent to take such other action required to enable Administrative Agent to cure or remedy the matter in default and preserve the security interest of Collateral Agent under the Loan Documents with respect to the Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, during the continuance of an Event of Default, any default before the lessor may terminate and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to the Ground Lease; (i) The Ground Lease does not impose , including, without limitation, the right to effectuate any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms extension or renewal of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related to preserve any rights of Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) Borrower whatsoever in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or any part of the related Mortgaged Ground Lease (and the above powers granted to Administrative Agent are coupled with an interest and shall be irrevocable), provided, except in the event of imminent damage to the Property with (so long as such proceeds are in excess or imminent danger of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee termination or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms loss of the Ground Lease, an estoppel Administrative Agent shall not make or other agreement execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) [Reserved]. (ii) Borrower shall not permit Mortgage Borrower to, without Administrative Agent’s written consent, elect to treat the Ground Lease as terminated under Subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Administrative Agent’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights, if any (which, for the related avoidance of doubt, are separate and distinct from Mortgage (taken togetherBorrower’s claims and rights, which claims and rights of Mortgage Borrower are assigned, transferred, and set over to Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with damages arising from any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease by the lessor under the Bankruptcy Code. Administrative Agent and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the Bankruptcy Code. This assignment constitutes a bankruptcy present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Administrative Agent or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all out-of-pocket costs and expenses of Administrative Agent (including, without limitation, reasonable attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Mortgage Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code, then Mortgage Borrower shall not effectuate any offset of the amounts so objected to by Administrative Agent. If Administrative Agent has failed to object as aforesaid within ten (10) days after notice from Mortgage Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Mortgage Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, to the extent involving Borrower, as opposed to Mortgage Borrower, Administrative Agent and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Administrative Agent in connection with such litigation. Borrower shall, within five (5) Business Days of written demand, pay to Administrative Agent all costs and expenses (including attorneys’ fees and costs) incurred in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Pledge Agreement. (vi) Borrower shall or shall cause Mortgage Borrower to, upon obtaining notice or knowledge, notify Administrative Agent of any filing by or against the lessor under the Ground Lease of a petition under the Bankruptcy Code, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall deliver to Administrative Agent any and all notices, summonses, pleadings, applications and other documents received by Borrower or Mortgage Borrower in connection with any such petition and any proceedings relating to such petition. (h) If Administrative Agent, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower’s indirect interest in the Ground Lease by reason of foreclosure of the Lien of the Pledge Agreement, assignment in lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Ground Lease, and (y) be entitled to exercise all of the rights and benefits accruing to Borrower under the Ground Lease. At such time as Administrative Agent shall request, Borrower agrees to execute and deliver and use commercially reasonable efforts to cause any third party to execute and deliver to Administrative Agent such documents as Administrative Agent and its counsel may require in order to insure that the provisions of this Section will be validly and legally enforceable and effective against Borrower and all parties claiming by, through, under or against Borrower.

Ground Leases. For purposes of this Exhibit BD, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor Borrower or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes (a) Borrower shall not, without Lender’s written consent, permit Mortgage Borrower to fail to exercise any option or right to renew or extend the term of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partaccordance with the terms of such Ground Lease, and Borrower shall cause Mortgage Borrower to 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 Mortgage does on such extended or renewed lease term; provided, however, Borrower shall not also encumber be required to cause Mortgage Borrower to exercise any particular such option or right to renew or extend to the related lessorextent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing Mortgage Borrower to forego exercising such option or right to renew or extend. If Mortgage Borrower shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as Mortgage Borrower’s fee interest agent and attorney-in-fact as provided above in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel Lender’s own name or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest name of the lessee to be encumbered by the related Mortgage and does not restrict the use on behalf of the related Mortgaged Property by such lesseea nominee of Lender, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change as Lender may determine in the terms exercise of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;its sole and absolute discretion. (b) The Borrower shall cause Mortgage Borrower not to waive, excuse, condone or in any way release or discharge the lessor under such any Ground Lease has agreed in a writing included in of or from such lessor’s material obligations, covenant and/or conditions under the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;Lender, such consent not to be unreasonably withheld. (c) The Borrower shall not, without Lender’s prior written consent, permit Mortgage Borrower to surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in a material or adverse manner, any Ground Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of lessor’s interest in any Ground Lease has an original term (by Borrower, Mortgage Borrower, or an original term plus one any Affiliate of Borrower shall be accomplished by Borrower or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity Mortgage Borrower in such a manner so as to avoid a merger of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or interests of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest lessee in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there unless consent to such merger is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable granted by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingLender.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan Purchased Asset where the underlying Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related underlying Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The (i) the Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The ; (ii) the Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No Mortgage and (iii) no material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments instrument which are included in the related Mortgage Purchased Asset File; (b) The the lessor under such Ground Lease has agreed in a writing included in the related Mortgage Purchased Asset File (or in such Ground Lease) that the Ground Lease may not be amended or modifiedmodified in any material respect, or canceled or terminated by agreement of lessor and lesseeterminated, without the prior written consent of the Mortgageemezzanine lender (except termination or cancellation if (i) notice of a default under the Ground Lease is provided to mezzanine lender and (ii) such default is curable by mezzanine lender as provided in the Ground Lease but remains uncured beyond the applicable cure period), and no such consent has been granted by Seller since the origination of the Purchased Asset except as reflected in any written instruments which are included in the related Purchased Asset File; (c) The the Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the underlying Mortgagor or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage LoanPurchased Asset, or 10 years past the stated maturity if such Mortgage Loan Purchased Asset fully amortizes by the stated maturity (or with respect to a Mortgage Loan Purchased Asset that accrues on an actual 360 basis, substantially amortizes); (d) The the Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the underlying Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the underlying Mortgaged Property is subject; (e) The the Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan Purchased Asset and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan Purchased Asset and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Lease and, to Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Dateeffect; (g) The the Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (h) The Mortgagee a lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The the Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related underlying Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause Paragraph (k34)(k) below) will be applied either to the repair or to restoration of all or part of the related underlying Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsPurchased Asset Documents) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or and restoration progresses, or or, to the payment of the outstanding principal balance of the underlying Mortgage Loan, together with any accrued interest, with excess, if any, applied to the Mezzanine Loan; (k) In in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related underlying Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related underlying Mortgaged Property to the extent not applied to restoration, will be applied first first, pro rata, to the payment of the outstanding principal balance of the underlying Mortgage LoanLoan and the Purchased Asset, together with any accrued interest; and (l) Provided provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If applicable, the ground lessor consented to and acknowledged that (i) the Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine Loan and related change in ownership of the ground lessee will not require the consent of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices would be sent to mezzanine lender (or, in the alternative, mortgage lender has agreed to send such notice to mezzanine lender pursuant to the related intercreditor agreement) and (iv) it would accept cure from mezzanine lender on behalf of the ground lessee (or, in the alternative, mortgage lender has agreed to tender such cure on behalf of mezzanine lender pursuant to the related intercreditor agreement).

Ground Leases. For purposes of this Exhibit BAgreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Selleroriginator, its successors and assigns, the Seller represents and warrants that: (a) a. The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) b. The lessor under such Ground Lease has agreed in a writing included in the related Mortgage Purchased Asset File (or in such Ground Lease) that the Ground Lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, lessee without the prior written consent of the Mortgageelender, and no such consent has been granted since the origination of the Mortgage Loan; (c) c. The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgageemortgagee) that extends not less than 20 twenty (20) years beyond the stated maturity of the related Mortgage Loan, or 10 ten (10) years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) d. The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-non disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) e. The Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice or if such consent is delivered to the extent required in accordance with the Ground Leasenecessary it has been obtained), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The f. Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Purchase Date; (g) g. The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (h) The Mortgagee h. A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) i. The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) j. Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) below)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsPurchased Asset Documents) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In x. Xx the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) l. Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes Borrower covenants, represents and warrants to Agent and each of this Exhibit B, the Lenders with respect to any ground lease of any of the Borrowing Base Properties (a “Qualified Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvementscollectively, “Qualified Ground Leases”), if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatfollows: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in Except as previously disclosed to Agent, to the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest best knowledge of the lessee to be encumbered by the related Mortgage Borrower, no default has occurred and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in is continuing under the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Qualified Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the no event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition occurred that, but for with the passage of time or giving service of notice, or both, would result in a material constitute an event of default under the terms of such any Qualified Ground Lease and to the Seller’s knowledge, such Lease. (b) Each Qualified Ground Lease is in full force and effect as effect. (c) All rents, additional rents, percentage rents and all other charges due and payable under each Qualified Ground Lease have been fully paid. (d) Subject to the Permitted Encumbrances, Borrower is the owner of the Closing Date;entire lessee’s interest in and under each Qualified Ground Lease and has the right and authority under each Qualified Ground Lease to execute this Agreement and other related Loan Documents. (e) Borrower shall, at its sole cost and expense, promptly and timely perform and observe, or cause the applicable Tenant under a Qualified Ground Lease to promptly and timely perform and observe, all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under each Qualified Ground Lease (including the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Qualified Ground Lease). (f) Borrower shall notify Agent promptly in writing after any Obligor receives notice of the occurrence of any material default by the lessor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a material default by the lessor under any Qualified Ground Lease, and the receipt by Borrower of any notice (written or otherwise) from the lessor under any Qualified Ground Lease noting or claiming the occurrence of any default by any Obligor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by any Obligor under any Qualified Ground Lease. Borrower shall promptly deliver to Agent a copy of any such written notice of default. (g) The Borrower shall promptly, after obtaining knowledge of such filing notify Agent orally of any filing, by or against any lessor under a Qualified Ground Lease or ancillary agreement between of a petition under the lessor and the lessee requires the lessor to Bankruptcy Code. Borrower shall thereafter promptly give to the Mortgagee written notice of such filing to Agent, setting forth any defaultinformation available to Borrower as of the date of such filing, the court in which such petition was filed, and provides that no notice of default or termination is effective against the Mortgagee unless relief sought in such notice is given filing. Borrower shall promptly deliver to the Mortgagee;Agent any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (h) The Mortgagee is permitted Upon the request of Agent or any Lender, Borrower shall deposit with Agent a reasonable opportunity (including, where necessary, sufficient time to gain possession copy of the interest of the lessee under the each fully executed Qualified Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed certified by Borrower as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor true and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingcorrect.

Ground Leases. For purposes (a) Borrower shall cause Mortgage Borrower to, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by the related Mortgage Borrower as lessee under each Ground Lease (including, but not limited to, the payment of this Exhibit Ball rent, a “additional rent, percentage rent and other charges required to be paid under the Ground Leases). (b) If Mortgage Borrower shall be in default under any Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land)then, subject to the reversionary interest terms of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a related Ground Lease in whole or in partLease, and Borrower shall cause the related Mortgage does Borrower to grant Lender the right (but not also encumber the related lessorobligation), upon fifteen (15) days prior written notice to Mortgage Borrower, to cause the default or defaults under any Ground Lease to be remedied and otherwise exercise any and all rights of Mortgage Borrower under the Ground Leases, as may be necessary to prevent or cure any default, provided such actions are necessary to protect Lender’s fee interest in such Mortgaged Propertyunder the Loan Documents, based upon and Lender shall have the terms right to enter all or any portion of the Ground Lease Property at such times and in such manner as Lender deems necessary, to prevent or to cure any estoppel or other agreement received from the ground lessor in favor of the Sellersuch default; provided, its successors and assignshowever, the Seller represents and warrants that: Lender shall not be required to provide such fifteen (a15) The Ground Lease or a memorandum regarding days notice if Lender reasonably determines that such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to could reasonably be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by terminated during such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; fifteen (b15) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;day period. (c) The actions or payments of Lender to cure any default by Mortgage Borrower under the Ground Lease has an original term (Leases shall not remove or an original term plus one or more optional renewal termswaive, whichas between Borrower and Lender, the default that occurred under all circumstances, may be exercised, and will be enforceable, this Agreement by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity virtue of the related default by Mortgage LoanBorrower under any Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, or 10 years past upon demand, with interest on such sum at the stated maturity if rate set forth in this Agreement from the date such Mortgage Loan fully amortizes sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);Pledge Agreement. (d) The Ground Lease either (i) is not subject Borrower shall notify or shall cause Mortgage Borrower to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest notify Lender promptly in writing of the ground occurrence of any material default by the lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and under the Ground Lease is assignable to Leases or the holder occurrence of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the any event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for with the passage of time or giving service of notice, or both, would result in constitute a material default by the lessor under any Ground Lease, and the terms receipt by Borrower or Mortgage Borrower of such any notice (written or otherwise) from the lessor under any Ground Lease and to noting or claiming the Seller’s knowledge, such Ground Lease is in full force and effect as occurrence of the Closing Date; (g) The any default by Mortgage Borrower under any Ground Lease or ancillary agreement between the lessor and occurrence of any event that, with the lessee requires the lessor passage of time or service of notice, or both, would constitute a default by Mortgage Borrower under any Ground Lease. Borrower shall promptly deliver or cause Mortgage Borrower to give deliver to the Mortgagee Lender a copy of any such written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;. (he) The Mortgagee is permitted a Within twenty (20) days after receipt of written demand by Lender, Borrower shall use reasonable opportunity (including, where necessary, sufficient time efforts to gain possession of cause Mortgage Borrower to obtain from the interest of the lessee lessor under the Ground Lease Leases and furnish to Lender the estoppel certificate of each such lessor stating the date through legal proceedingswhich rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (f) Borrower shall cause Mortgage Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the Ground Lease which is curable after Leases or permit Lender to take such other action required to enable Lender to cure or remedy the Mortgagee’s receipt matter in default. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of notice Mortgage Borrower under or with respect to each Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Leases, or to preserve any rights of Mortgage Borrower whatsoever in respect of any default before the lessor may terminate part of the Ground Leases (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Agreement with respect to each Ground Lease;: (i) The lien of the related Mortgage attaches to all of Mortgage Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Mortgage Borrower’s rights, as debtor, to remain in possession of the related Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lenderProperty; (jii) Under Borrower shall not permit Mortgage Borrower, without Lender’s written consent, elect to treat the terms Ground Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void; (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, an estoppel or including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other agreement received from the ground lessor and the related Mortgage (taken together), documents in any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) case in respect of lessor under the Bankruptcy Code. This assignment constitutes a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part present, irrevocable and unconditional assignment of the related Mortgaged Property with (so long as such proceeds are foregoing claims, rights and remedies, and shall continue in excess effect until all of the threshold amount specified Debt shall have been satisfied and discharged in the related Mortgage Loan documents) the Mortgagee full. Any amounts received by Lender or a trustee appointed by it having the right to hold and disburse such proceeds Borrower as repair or restoration progresses, or to the payment damages arising out of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement; (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Mortgage Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall cause Mortgage Borrower to not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower or Mortgage Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s or Mortgage Borrower’s notice; (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of the Ground Lease Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage and Pledge Agreement; and (vi) Borrower shall promptly, after obtaining knowledge of such filing, notify Lender orally of any filing by or against the lessor under the Ground Lease of a bankruptcy proceedingpetition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower and Mortgage Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower or Mortgage Borrower in connection with any such petition and any proceedings relating to such petition.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where Borrowing Base Property that is subject to an Approved Ground Lease, each of the Mortgage Loan is secured by a leasehold estate under a REIT and Borrower shall, and shall cause each Subsidiary Guarantor to: (a) Diligently perform and observe in all material respects all of the terms, covenants, and conditions of such Approved Ground Lease in whole as tenant under such Approved Ground Lease within any time periods required therein for such performance; (b) Promptly notify Administrative Agent of (i) the giving to the applicable Subsidiary Guarantor of any notice of any default by such Subsidiary Guarantor under such Approved Ground Lease and deliver to Administrative Agent a true copy of each such notice within five (5) Business Days of such Subsidiary Guarantor’s receipt thereof, (ii) the obtaining of any knowledge of any bankruptcy, reorganization, or in partinsolvency of the landlord under such Approved Ground Lease or of the receipt of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) Business Days of the related Mortgage does not also encumber applicable Subsidiary Guarantor’s receipt and (iii) the related lessor’s fee interest commencement of any judicial or arbitration proceeding relating to such Approved Ground Lease. If the trustee in bankruptcy of the lessor under the Approved Ground Lease or the lessor as debtor-in-possession rejects any Approved Ground Lease, such Mortgaged Property, based upon Subsidiary Guarantor shall obtain the prior written consent of the Administrative Agent before it exercises its right to elect to treat the Approved Ground Lease as terminated or to remain in possession for the balance of the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor pursuant to Section 365(f) of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;Bankruptcy Code; and (c) The Exercise any individual option to extend or renew the term of an Approved Ground Lease has an original term within the window provided in such Approved Ground Lease for the exercise thereof upon demand by Administrative Agent made at any time but not less than thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised. If the applicable Subsidiary Guarantor shall default in the performance or observance of any term, covenant, or condition of any Approved Ground Lease on the part of such Subsidiary Guarantor and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then Administrative Agent, subject to the terms thereof, 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 cure the same, to the end that the rights of such Subsidiary Guarantor in, to, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if under such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Approved Ground Lease either (i) is not subject to shall be kept unimpaired and free from default. If the landlord under any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Approved Ground Lease does not place commercially unreasonably restrictions on the identity shall deliver to Administrative Agent a copy of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXIDA) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes (a) Borrower shall: (i) pay all rents, additional rents and other sums required to be paid by the applicable Individual Borrowers, as tenant under and pursuant to the provisions of this Exhibit Bthe Ground Leases, a “as and when such rent or other charge is payable, subject to applicable grace periods afforded Borrower under the Ground Lease (but not, for the avoidance of doubt, any additional grace notice, or cure periods afforded Lender under the Ground Lease or otherwise) and to Borrower’s right to contest (if expressly permitted under the Ground Lease and then in strict accordance with the terms of such Ground Lease” ) the amount claimed by Lessor to be due; (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Leases on the part of the applicable Individual Borrowers, as tenant thereunder, to be performed and observed, at least three (3) days prior to the expiration of any applicable grace period therein provided; and (iii) promptly notify Lender of the giving of any written notice by the lessor under the Ground Leases to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Leases on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice. (b) Borrower shall mean a lease creating a not, without the prior consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion), surrender or cause or permit the surrender of the leasehold estate created by any of the Ground Leases or terminate or cancel the Ground Leases or modify, change, supplement, alter or amend the Ground Leases, in real property where any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the fee owner payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of the applicable Individual Borrowers, as tenants under the Ground Leases, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect. (c) If any Individual Borrower shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be necessary or appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of such Individual Borrower, to the end that the rights of such Individual Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, provided Lender shall not have received any notice of default from the ground lessor conveys for a term and no Event of Default shall have occurred and be continuing, Lender will if practicable provide reasonable advance notice, not to exceed five (5) days, to Borrower prior to, and if not practicable then subsequent to, the making of any such payment, the performance of any such act or terms the taking of years its entire interest in any such action. In any such event, subject to the land and buildings rights of tenants, subtenants and other improvementsoccupants under the Leases or of parties to any Operations Agreement, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon any Individual Property at any reasonable time, on reasonable notice and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Leases. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (d) If any lessor under a Ground Lease shall deliver to Lender a copy of any notice of default sent by said lessor to an Individual Borrower, as tenant under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, comprising to extend or renew the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms term of the Ground Lease and Leases upon demand by Lender made at any estoppel or other agreement received from time within one (1) year prior to the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding last day upon which any such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of the applicable Individual Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will be enforceablenot subordinate or consent to the subordination of the Ground Leases to any mortgage, by either Mortgagor security deed, lease or other interest on or in the Mortgageelandlord’s interest in all or any part of any Individual Property, unless, in each such case, the written consent of Lender shall have been first had and obtained. (e) that extends not less than 20 years beyond Notwithstanding anything to the stated maturity contrary contained in this Agreement with respect to each Ground Lease: (i) The lien of the related Mortgage Loanattaches to all of the applicable Individual Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the U.S. Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of such Individual Borrower’s rights, as debtor, to remain in possession of the related Ground Lease Property. (ii) No Individual Borrower shall, without Lender’s written consent, elect to treat any Ground Lease as terminated under Subsection 365(h)(l) of the U.S. Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, each Individual Borrower unconditionally assigns, transfers and sets over to Lender all of its claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the U.S. Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of such Individual Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the U.S. Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or any Individual Borrower as damages arising out of the rejection of a Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, any Individual Borrower seeks to offset, against the rent reserved in any Ground Lease, the amount of any damages caused by the nonperformance by the applicable Ground Lessor of any of its obligations thereunder after the rejection by such Ground Lessor of such Ground Lease under the U.S. Bankruptcy Code, then such Individual Borrower shall not effect any offset of such amounts unless it shall have provided written notice to Lender of its intent to do so and Lender shall have consented thereto. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of any Ground Lease Property in connection with any case under the U.S. Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against the Ground Lessor under such Ground Lease of a petition under the U.S. Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (f) Borrower may exercise, or 10 years past cause or permit the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or exercise of, any Ground Lease Purchase Option with respect to any Ground Lease Property without Lender’s prior written consent; provided each of the following conditions is satisfied: (i) No Event of Default shall have occurred and be continuing; (ii) Lender shall receive not less than forty-five (45) days advance written notice of the related Individual Borrower’s intention to exercise such Ground Lease Purchase Option unless such Ground Lease sets forth a Mortgage Loan that accrues on shorter time period within which such Individual Borrower is required to respond in order to exercise such Ground Lease Purchase Option, in which case the advance notice period hereunder shall instead be such shorter time period; (iii) The related Individual Borrower shall comply with all of the terms and conditions of the related Ground Lease with respect to such Ground Lease Purchase Option; (iv) Fee title to the related Ground Lease Property shall be conveyed to the Individual Borrower who is the ground lessee under such Ground Lease pursuant a bona fide arms length transaction and for fair consideration and such acquisition shall not result in a merger of the fee and leasehold estates in such Ground Lease Property; (v) Borrower shall not incur any Indebtedness in order to finance the exercise of such Ground Lease Purchase Option; (vi) All third party consents or approvals required in order to acquire fee title to the Ground Lease Property, including without limitation, the consent of any Franchisor, shall have been obtained (satisfaction of this condition may be demonstrated by an actual 360 basis, substantially amortizesOfficer’s Certificate certifying to the foregoing); (dvii) The Simultaneously with the Individual Borrower’s acquisition of fee title to the Ground Lease either (i) is not subject Property, such Individual Borrower shall execute, acknowledge and deliver to any liens or encumbrances superior toLender an amendment and spreader agreement to the applicable Mortgage, or of equal priority withat Lender’s discretion, the a new Mortgage, except substantially in the same form as the existing Mortgage, together with such other documents as Lender may reasonably require for the related fee interest purpose of the ground lessor granting Lender a first priority, perfected lien on and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee security interest in the Mortgaged Individual Borrower’s fee simple estate in the Individual Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions and all related Gross Revenue, Accounts, Fixtures, Equipment and other personal property, on the identity of same terms and conditions as the Mortgagee Lien and the Ground Lease is assignable security interest granted to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of Lender on the Closing Date; (viii) Lender shall receive a new Title Insurance Policy (or an endorsement to the existing Title Policy) satisfactory to Lender insuring Lenders’ first priority, perfected Lien on and security interest in such Individual Borrower’s fee simple ownership of the related Ground Lease Property; (ix) The organizational documents of such Individual Borrower shall, if necessary, be modified to allow the Borrower to hold fee title to such Ground Lease Property; (x) If the Loan is included in a REMIC Trust and if required by Lender, Lender shall have received a REMIC Opinion with respect to the exercise of the Ground Lease Purchase Option; and (xi) Lender and/or its Servicer shall be reimbursed for all costs and expenses, including legal fees, incurred in connection with the exercise of such Ground Lease Purchase Option; (g) The Borrower shall not cause or permit the exercise of any Ground Lease Purchase Option by or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice on behalf of any defaultAffiliate of Borrower or any other Person over whom Borrower has control other than the Individual Borrower which is the ground lessee under the related Ground Lease, and provides that no notice of default or termination is effective against then only in compliance with the Mortgagee unless such notice is given to the Mortgagee;preceding Subsection (f). (h) The Mortgagee is permitted a reasonable opportunity (includingWith respect to the Individual Property located in San Antonio, where necessaryTexas commonly known as the Springfield Suites, sufficient time to gain possession of Borrower agrees that during the interest of the lessee Term, it will not exercise its right under the applicable Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel go dark or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as otherwise cease operations at such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingIndividual Property.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any GSMC Mortgage Loan where the GSMC Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related GSMC Mortgage Loan, or 10 years past the stated maturity if such GSMC Mortgage Loan fully amortizes by the stated maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) below)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest Notwithstanding any provision in the land and buildings and other improvements, if any, comprising the premises demised under such lease Operative Agreements to the ground lessee (who maycontrary, in certain circumstances, own the building and improvements on the land), properties subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the SellerLessor as a direct or indirect ground lessee are eligible for inclusion as Properties under the Operative Agreements; provided, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or each such ground lease must be on terms and conditions that are acceptable to the Agent in its reasonable discretion, (b) a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the first priority, perfected Lien, deed of trust and mortgage, with power of sale, on all right, title and interest of the lessee Lessee, the Construction Agent and any Affiliate of either such entity having an interest in any such property subject to a ground lease shall be encumbered by the related Mortgage and does not restrict the use granted in favor of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect Agent as security for the security provided by the related Mortgage. No material change in the terms obligations of the Ground Lease had occurred since Lessee and/or the origination of Construction Agent pursuant to the Mortgage LoanOperative Agreements, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercisedthe Lessee shall be, and will hereby is, responsible for (i) the payment of any and all rent and other payment obligations pursuant to each such ground lease as Supplemental Rent (except that during the Construction Period for any Property subject to any such ground lease, the rent and other payment obligations pursuant thereto shall be enforceable, by either Mortgagor or eligible for funding as Construction Advances) and (ii) the Mortgageeperformance of any and all non-payment obligations pursuant to each such ground lease and (d) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to each property subject to a Mortgage Loan that accrues ground lease, on an actual 360 basisthe Property Closing Date therefor, substantially amortizes); (d) The Ground Lease either the date of each subsequent Advance and each Rent Commencement Date, (i) is not subject the Lessee shall be deemed to any liens or encumbrances superior to, or have given a representation and warranty that (A) the Lessee has good and indefeasible fee simple title to such property and (B) the Lessee has granted to the Lessor a valid leasehold interest in such property pursuant to a ground lease satisfying the provisions of equal priority with, the Mortgage, except for the related fee interest this Section 5.12 as of the ground lessor and the Permitted Encumbrances or Property Closing Date therefor but (ii) is except as specified in Section 5.12(d)(i), no other representation or warranty of title regarding such property shall be deemed to be given by the Lessee. Each property subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest ground lease in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity favor of the Mortgagee and Lessor is hereby deemed to be sub-ground leased from the Ground Lease is assignable Lessor to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingLessee.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan Purchased Asset where the underlying Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related underlying Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The (i) the Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The ; (ii) the Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No Mortgage and (iii) no material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments instrument which are included in the related Mortgage Purchased Asset File; (b) The the lessor under such Ground Lease has agreed in a writing included in the related Mortgage Purchased Asset File (or in such Ground Lease) that the Ground Lease may not be amended or modifiedmodified in any material respect, or canceled or terminated by agreement of lessor and lesseeterminated, without the prior written consent of the Mortgageemezzanine lender (except termination or cancellation if (i) notice of a default under the Ground Lease is provided to mezzanine lender and (ii) such default is curable by mezzanine lender as provided in the Ground Lease but remains uncured beyond the applicable cure period), and no such consent has been granted by Seller since the origination of the Purchased Asset except as reflected in any written instruments which are included in the related Purchased Asset File; (c) The the Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the underlying Mortgagor or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage LoanPurchased Asset, or 10 years past the stated maturity if such Mortgage Loan Purchased Asset fully amortizes by the stated maturity (or with respect to a Mortgage Loan Purchased Asset that accrues on an actual 360 basis, substantially amortizes); (d) The the Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the underlying Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the underlying Mortgaged Property is subject; (e) The the Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan Purchased Asset and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan Purchased Asset and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Lease and, to Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Dateeffect; (g) The the Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (h) The Mortgagee a lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The the Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related underlying Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause Paragraph (k26)(k) below) will be applied either to the repair or to restoration of all or part of the related underlying Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsPurchased Asset Documents) the Mortgagee lender or a trustee appointed by it or the ground lessor having the right to hold and disburse such proceeds as repair or restoration progresses, or or, to the payment of the outstanding principal balance of the underlying Mortgage Loan, together with any accrued interest, with excess, if any, applied to the Mezzanine Loan; (k) In in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related underlying Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related underlying Mortgaged Property to the extent not applied to restoration, will be applied first first, pro rata, to the payment of the outstanding principal balance of the underlying Mortgage LoanLoan and the Purchased Asset, together with any accrued interest; and (l) Provided provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If applicable, the ground lessor consented to and acknowledged that (i) the Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine Loan and related change in ownership of the ground lessee will not require the consent of the ground lessor or constitute a default under the ground lease, (iii) copies of default notices would be sent to mezzanine lender (or, in the alternative, mortgage lender has agreed to send such notice to mezzanine lender pursuant to the related intercreditor agreement) and (iv) it would accept cure from mezzanine lender on behalf of the ground lessee (or, in the alternative, mortgage lender has agreed to tender such cure on behalf of mezzanine lender pursuant to the related intercreditor agreement).

Ground Leases. For purposes (a) Borrower shall, or shall cause CPLV Tenant, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under the Ground Lease (including, but not limited to, subject to Section 7.4 below, the payment of this Exhibit Ball rent, a “additional rent, percentage rent and other charges required to be paid under each Ground Lease” shall mean ). (b) If Borrower or Lender receives from Ground Lessor a lease creating a leasehold estate in real property where notice of default under the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvementsGround Lease, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land)then, subject to the reversionary interest terms of the ground lessor as fee owner and does Ground Lease, Borrower shall grant Lender the right (but not include industrial development agency (XXX) the obligation), to cause the default or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where defaults under the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole to be remedied and otherwise exercise any and all rights of Borrower under the Ground Lease, as may be necessary to prevent or in partcure any default, and Lender shall have the related Mortgage does not also encumber right to enter all or any portion of the related lessor’s fee interest Property that is subject to the Ground Lease at such reasonable times and in such Mortgaged Property, based upon manner as Lender deems necessary (subject to the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor rights of the SellerCPLV Tenant under the CPLV Lease and Tenants Leases and any third-party occupants), its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease to prevent or a memorandum regarding to cure any such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;default. (c) The actions or payments of Lender to cure any default by Borrower under the Ground Lease has an original term (shall not remove or an original term plus one or more optional renewal termswaive, whichas between Borrower and Lender, the default that occurred under all circumstances, may be exercised, and will be enforceable, this Agreement by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity virtue of the related Mortgage Loandefault by Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, or 10 years past within five (5) Business Days of demand, with interest on such sum at the stated maturity if rate set forth in this Agreement from the date of such Mortgage Loan fully amortizes demand to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);Mortgage. (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or Borrower shall notify Lender promptly in writing of equal priority with, the Mortgage, except for the related fee interest it becoming aware of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The occurrence of any default by Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and Lessor under the Ground Lease is assignable to (beyond all applicable notice and cure periods thereunder) or following the holder receipt by Borrower of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default from Ground Lessor under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition noting or claiming the occurrence of any default by Borrower under the Ground Lease or the occurrence of any event that, but for with the passage of time or giving service of notice, or both, would result in constitute a material default by Borrower under the terms Ground Lease. Borrower shall promptly deliver to Lender a copy of any such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;. (he) The Mortgagee is permitted a Within ten (10) days after receipt of written demand by Lender, Borrower shall use commercially reasonable opportunity (including, where necessary, sufficient time efforts to gain possession of the interest of the lessee obtain from Ground Lessor under the Ground Lease and furnish to Lender the estoppel certificate of Ground Lessor stating the date through legal proceedingswhich rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any; provided that Lender shall not make such demand more than once in any twelve (12) month period unless an Event of Default is continuing. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Ground Lease which is curable after in accordance with the Mortgagee’s receipt terms of notice this Agreement or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, during the continuance of an Event of Default, any default before the lessor may terminate and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Ground Lease;, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable), provided, except in the event of imminent damage to the Property or imminent danger of the termination or loss of the Ground Lease, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. (g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease: (i) The lien of the Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the Property. (ii) Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease does not impose any restrictions on subletting that would as terminated under Subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be viewed as commercially unreasonable by a prudent commercial mortgage lender;void. (jiii) Under As security for the terms Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection of the Ground Lease by the lessor under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, an estoppel or including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other agreement received from the ground lessor and the related Mortgage (taken together), documents in any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) case in respect of lessor under the Bankruptcy Code. This assignment constitutes a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part present, irrevocable and unconditional assignment of the related Mortgaged Property with (so long as such proceeds are foregoing claims, rights and remedies, and shall continue in excess effect until all of the threshold amount specified Debt shall have been satisfied and discharged in the related Mortgage Loan documents) the Mortgagee full. Any amounts received by Lender or a trustee appointed by it having the right to hold and disburse such proceeds Borrower as repair or restoration progresses, or to the payment damages arising out of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease as aforesaid shall be applied to all out-of-pocket costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, within five (5) Business Days of written demand, pay to Lender all costs and expenses (including attorneys’ fees and costs) incurred in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Mortgage. (vi) Borrower shall, upon obtaining notice or knowledge, notify Lender of any filing by or against the lessor under the Ground Lease of a bankruptcy proceedingpetition under the Bankruptcy Code, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (h) If Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the Ground Lease by reason of foreclosure of the Mortgage, deed in lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Ground Lease, and (y) be entitled to exercise all of the rights and benefits accruing to Borrower under the Ground Lease. At such time as Lender shall request, Borrower agrees to execute and deliver and use commercially reasonable efforts to cause any third party to execute and deliver to Lender such documents as Lender and its counsel may require in order to insure that the provisions of this Section will be validly and legally enforceable and effective against Borrower and all parties claiming by, through, under or against Borrower.

Ground Leases. For purposes (i) The Ground Leases contain the entire agreement of the Ground Lessor and the applicable Loan Party pertaining to the applicable Borrowing Base Asset that is subject to a Ground Lease and satisfy the requirements of this Exhibit B, Agreement to be a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term . The Loan Parties have no estate, right, title or terms of years its entire interest in the land or to any Borrowing Base Asset subject to a Ground Lease except under and buildings and other improvements, if any, comprising the premises demised under such lease pursuant to the ground lessee applicable Ground Leases. The Loan Parties have delivered a true and correct copy of the Ground Leases (who maytogether with all modification and/or assignment documents) to the Administrative Agent and the Ground Leases have not otherwise been modified, in certain circumstancesamended or assigned. (ii) To the knowledge of each Loan Party, own the building and improvements on applicable Ground Lessor is the land)exclusive fee simple owner of its Borrowing Base Asset, subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partLease, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of subject only to the Ground Lease and any estoppel or other agreement received from the ground lessor Liens described in favor clauses (a), (b), (d) and (e) of the Sellerdefinition of Permitted Liens, its successors and assigns, the Seller represents and warrants that: (a) The applicable Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that Lessor is acceptable for recording the sole owner of the lessor’s interest in the applicable jurisdiction. The Ground Lease. (iii) There are no rights to terminate a Ground Lease or an estoppel other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lesseereasons, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change each case as expressly set forth in the terms of the applicable Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease. (biv) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Each Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give and, to the Mortgagee written notice knowledge of any defaulteach Loan Party, and provides that no notice of breach or default or termination is effective against event that with the Mortgagee unless such giving of notice is given to the Mortgagee; (h) The Mortgagee is permitted or passage of time would constitute a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any breach or default under the applicable Ground Lease which is curable (a “Ground Lease Default”) exists on the part of the Loan Parties or on the part of the Ground Lessor under a Ground Lease. All base rent and additional rent due and payable under a Ground Lease has been paid through the date hereof and the Loan Parties are not required to pay any deferred or accrued rent after the Mortgagee’s receipt date hereof under a Ground Lease. The Loan Parties have not received any written notice that a Ground Lease Default has occurred or exists (except for matters which have been previously disclosed to Administrative Agent and resolved to the mutual satisfaction of notice of any default before the lessor may terminate parties to the Ground Lease; (i) The Ground Lease does not impose or any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under third party alleges the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable same to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingexist.

Ground Leases. For purposes Senior Lender shall deliver to each Mezzanine Lender copies of this Exhibit Bany notices sent by Senior Lender to any lessor under a Ground Lease concurrently therewith. Senior Lender shall also forward to each Mezzanine Lender a copy of any notice it receives from such a ground lessor, including, without limitation, notices concerning the occurrence of a “Ground Lease Default. Each Mezzanine Lender shall have the right to cure such Ground Lease Default and shall deliver written notice to Senior Lender of its intention to do so no later than the earlier of (i) ten (10) Business Days prior to the end of the applicable cure period set forth in the applicable Ground Lease” shall mean , and (ii) three (3) Business Days prior to the end of the Monetary Cure Period or the Non-Monetary Cure Period, as applicable. Senior Lender shall, if requested by a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest Mezzanine Lender, at such Mezzanine Lender’s request and at such Mezzanine Lender’s sole cost and expense, reasonably cooperate with such Mezzanine Lender in the land exercise of any and buildings and other improvementsall cure rights Senior Lender has under the applicable Ground Lease within the time period specified in this Section 13(h), in accordance with reasonable directions therefor provided by such Mezzanine Lender. In the event that the Ground Lease is terminated by reason of any Ground Lease Default, Senior Lender shall exercise in a timely manner its rights, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring receive a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a new Ground Lease in whole or in part, and (the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon “New Lease”) pursuant to the terms of the Ground Lease and any estoppel or other agreement received Lease. If within five (5) Business Days of receipt from the ground lessor in favor Senior Lender of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms notice of the Ground Lease had occurred since Default, a Mezzanine Lender has delivered written notice to Senior Lender that such Mezzanine Lender elects to cause a nominee of such Mezzanine Lender to assume the origination obligations of Borrower under the Ground Lease, then Senior Lender shall select such nominee (the “New Ground Lessee”) to be its designee to receive such New Lease, provided each of the Mortgage Loan, except as reflected following conditions has been satisfied at such Mezzanine Lender’s sole cost and expense no less than five (5) Business Days prior to the expiration of the period in any written instruments which are included in Senior Lender is entitled to request a New Lease pursuant to the related Mortgage FileGround Lease: (i) no Continuing Senior Loan Event of Default shall exist; (bii) The lessor under such New Ground Lease has agreed in Lessee shall be a writing included in the related Mortgage File (or in such Ground Lease) Single Purpose Entity that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageeis a Qualified Transferee; (ciii) The New Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercisedLessee shall have complied, and will be enforceableshall continue to comply, by either Mortgagor or with all the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable requirements to the holder obtaining of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required a New Lease set forth in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (iiv) The New Ground Lease does not impose Lessee assumes all of the obligations of Borrower under the Senior Loan Documents and shall execute and deliver, without any restrictions on subletting that would cost or expense to Senior Lender, such documents and agreements as Senior Lender shall reasonably require to evidence and effectuate said assumption pursuant to documentation reasonably satisfactory to Senior Lender (the “Assumption Documents”), including execution, delivery and recording of a leasehold mortgage, in the form of the Senior Mortgage, encumbering the New Ground Lease, and New Ground Lessee shall authorize the filing of such Uniform Commercial Code financing statements as may be viewed as commercially unreasonable reasonably requested by a prudent commercial mortgage lenderSenior Lender; (jv) Under in the terms event that such transaction results in the removal of any guarantor, indemnitor, pledgor, or other obligor under the Senior Loan Documents, a Person reasonably acceptable to Senior Lender shall assume the obligations of the Third Party Obligors pursuant to Third Party Agreements which are in each case in a form substantially similar to the Third Party Agreement that it is replacing; (vi) promptly upon taking title to the New Lease, New Ground Lessee shall cause the Premises to be managed by a Qualified Manager; (vii) New Ground Lessee shall furnish opinions of counsel satisfactory to Lender and its counsel in substantially the form of the opinions delivered by Borrower at the Closing, including (A) opinions with respect to the New Ground Lessee’s formation documents, (B) that the assumption of the Debt has been duly authorized, executed and delivered, and that the Senior Loan Documents and the Assumption Documents are valid, binding and enforceable against New Ground Lessee in accordance with their terms, (C) that New Ground Lessee and any entity which is a controlling stockholder, member or general partner of New Ground Lessee, have been duly organized, and are in existence and good standing, (D) with respect to non-consolidation and (E) with respect to such other matters as Senior Lender may reasonably request; (viii) Senior Lender shall have received a title insurance policy in substantially the form delivered at the Closing, insuring (A) that the title to the New Lease is vested in the New Ground Lessee and (B) the first lien priority of the Senior Mortgage encumbering the New Lease, subject to only to Permitted Encumbrances; (ix) New Ground Lessee shall have delivered to Lender all documents reasonably requested by Lender relating to its formation, existence and due authorization, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents, and certificates of good standing or existence issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register; (x) Rating Agency Confirmation shall have been received with respect to the legal structure of the New Ground Lessee, the documentation of the assumption and the related legal opinions; (xi) Mezzanine Lender shall deliver to Senior Lender (A) evidence reasonably satisfactory to Senior Lender that all of the leasehold mortgagee protection provisions contained in the Ground Lease are contained in the New Lease and (B) a Ground Lessor Estoppel Certificate from Ground Lessor relating to the New Lease substantially in the form of the Ground Lease, an estoppel or other agreement received from Lessor Estoppel Certificate delivered in connection with the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion closing of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Senior Loan, together with any accrued interest; (kxii) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable The Mezzanine Loan shall continue to be subordinate to the ground lessee’s interest Senior Loan in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interestmanner set forth in this Agreement; and (lxiii) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease Mezzanine Lender shall have paid all of Senior Lender’s reasonable actual expenses in connection with the Mortgagee upon foregoing. (xiv) Notwithstanding anything to the contrary contained in this Agreement, in the event that a Mezzanine Lender requests that Senior Lender take or refrain from taking any action pursuant to this Section 13(h) and Senior Lender complies with such request, Mezzanine Lender shall protect, indemnify and save harmless the Senior Lender from and against any loss, cost, expense, and liabilities, including, without limitation, reasonable attorneys’ fees arising out of any requested action of such Mezzanine Lender under this Section 13(h), unless caused by the gross negligence or willful misconduct of Senior Lender. In addition, (y) Senior Lender shall have no obligation to incur and costs or expenses, or make any Protective Advances, in connection with a Mezzanine Lender’s efforts to cure Ground Lease Defaults unless such Mezzanine Lender has deposited an amount with Senior Lender sufficient to pay such costs or expenses, or make any Protective Advances, and (z) any sums due to Senior Lender from such Mezzanine Lender in connection with such Mezzanine Lender’s indemnification obligations under this Section 13(h) shall be paid within 30 days of written demand by Senior Lender. Senior Lender shall not consent to any amendment, modification or termination of the any Ground Lease for any reason, including rejection without the reasonable consent of the Ground Lease in a bankruptcy proceedingMezzanine Lender.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With Solely with respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partBorrowing Base Property, each of Parent and Borrower shall, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or shall cause each other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLoan Party to: (a) The Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease or a memorandum regarding as tenant under such Acceptable Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease; and (b) The lessor Promptly notify Administrative Agent of (i) the giving to the applicable Property Owner of any notice of any default by such Property Owner under such any Acceptable Ground Lease has agreed in and deliver to Administrative Agent a writing included in true copy of each such notice within five (5) Business Days of such Property Owner’s receipt thereof, and (ii) the related Mortgage File (obtaining of any knowledge of any bankruptcy, reorganization, or in such Ground Lease) that insolvency of the landlord under any Acceptable Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageereceipt of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) Business Days of the applicable Property Owner’s receipt; (c) The Exercise any individual option to extend or renew the term of an Acceptable Ground Lease has an original term upon demand by Administrative Agent made at any time within thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised, and will each applicable Property Owner hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Property Owner, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. If the applicable Property Owner shall default in the performance or observance of any term, by either Mortgagor covenant, or condition of any Acceptable Ground Lease on the Mortgagee) that extends not less than 20 years beyond part of such Property Owner and shall fail to cure the stated maturity same prior to the expiration of any applicable cure period provided thereunder, then Administrative Agent 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 related Mortgage Loanterms, or 10 years past the stated maturity if covenants, and conditions of such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Acceptable Ground Lease either (i) is not subject on the part of such Property Owner to any liens be performed or encumbrances superior observed on behalf of such Property Owner, to the end that the rights of such Property Owner in, to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The under such Acceptable Ground Lease does not place commercially unreasonably restrictions on shall be kept unimpaired and free from default. If the identity of the Mortgagee and the landlord under any Acceptable Ground Lease is assignable shall deliver to the holder Administrative Agent a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXA) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where each Ground Lease (or, with respect to the Mortgage Loan is secured AT&T Sites, the AT&T Sublease between AT&T and the applicable Borrower) encumbered by a leasehold estate under a Deed of Trust: (i) The Ground Lease in whole and any easements appurtenant or in part, related thereto contain the entire agreement of the Ground Lessor and the related Mortgage does not also encumber applicable Borrower pertaining to the related lessor’s fee Ground Lease Site covered thereby. The Borrowers have no estate, right, title or interest in such Mortgaged Property, based upon or to the terms of Ground Lease Site except under and pursuant to the Ground Lease and any estoppel easements appurtenant or related thereto. The Ground Lease has not been modified, amended or assigned except as set forth therein or in a separate agreement with respect thereto. (ii) There are no rights of Ground Lessor to terminate the Ground Lease other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other agreement received from reasons, in each case as expressly set forth in the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that:applicable Ground Lease or as provided by applicable law. (aiii) The Ground Lease is in full force and effect, and no breach or default or event that with the giving of notice or passage of time would constitute a memorandum regarding breach or default under the Ground Lease (a “Ground Lease Default”) exists on the part of the Borrowers or, to the Borrowers’ Knowledge, on the part of the Ground Lessor under the Ground Lease, except to the extent such Ground Lease has been duly recorded Default would not be reasonably likely to have a Material Adverse Effect. The Borrowers have not received any written notice that a Ground Lease Default exists, or submitted for recordation that the Ground Lessor or any third party alleges the same to exist that would, in either case, be reasonably likely to have a form that Material Adverse Effect. (iv) The applicable Borrower is acceptable for recording in the exclusive owner of the lessee’s interest under and pursuant to the applicable jurisdiction. The Ground Lease and has not assigned, transferred, or an estoppel encumbered its interest in, to, or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of under the Ground Lease had occurred since the origination of the Mortgage Loan(other than assignments that will terminate on or prior to Closing), except as reflected in any written instruments which are included in favor of Lender pursuant to this Loan Agreement and the related Mortgage File;other Loan Documents. (bv) The lessor under such Ground Lease has agreed Except for the Permitted Encumbrances, the applicable Borrower’s interests in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest Deed of the ground lessor and the Permitted Encumbrances or (ii) is subject to Trust unless a subordination, non-disturbance and attornment agreement to which has been obtained from the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;applicable holder of such lien or encumbrance. (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (ivi) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by reasonably likely to cause a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingMaterial Adverse Effect.

Ground Leases. For purposes (A) Each Ground Lease contains the entire agreement of this Exhibit Bthe Ground Lessor and the applicable Borrower pertaining to each Ground Leased Property covered thereby. The Borrowers have no estate, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term right, title or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease or to the ground lessee Ground Leased Properties except under and pursuant to the Ground Leases. The Borrowers have delivered true and correct copies of each of the Ground Leases to Lender and the Ground Leases have not been modified, amended or assigned except as set forth on SCHEDULE 4.30. (who mayB) To the Knowledge of the Borrowers, in certain circumstances, own each Ground Lessor is the building and improvements on the land)exclusive fee simple owner of its Ground Leased Property, subject only to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor Permitted Encumbrances, and each Ground Lessor is the sole owner of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording lessor's interest in the applicable jurisdiction. The Ground Lease. (C) There are no rights to terminate any Ground Lease or an estoppel other than any Ground Lessor's right to terminate by reason of default, casualty, condemnation or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lesseereasons, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change each case as expressly set forth in the terms of the applicable Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease. (bD) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Each Ground Lease is in full force and effect as and to the Borrowers' Knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Ground Lease (a "GROUND LEASE DEFAULT") exists or has occurred on the part of the Closing Date; (g) The Borrowers or on the part of any Ground Lease or ancillary agreement between Lessor under any Ground Lease. All base rent and additional rent due and payable under the lessor Ground Leases has been paid through the date hereof and the lessee requires Borrowers are not required to pay any deferred or accrued rent after the lessor to give to the Mortgagee written notice of date hereof under any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee Ground Leases except for certain deferred rental obligations payable under the Ground Lease through legal proceedings) to cure any default under for the Crowne Plaza, Albany, New York as set forth in the estoppel executed by the Ground Lessor under such Ground Lease which is curable after and delivered to Lender prior to Closing. The Borrowers have not received any written notice that a Ground Lease Default has occurred or exists, or that any Ground Lessor or any third party alleges the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;same to have occurred or exist. (iE) The applicable Borrower set forth on SCHEDULE 4.30 is the exclusive owner of the lessee's interest under and pursuant to the applicable Ground Lease does and has not impose assigned, transferred, or encumbered its interest in, to, or under any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest Lease (other than (i) de minimis amounts for minor casualties assignments that will terminate on or (ii) prior to Closing), except in respect favor of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either Lender pursuant to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage this Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement Agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingother Loan Documents.

Ground Leases. For purposes With respect to each Mortgage Loan that is secured in whole or in part by the interest of this Exhibit B, the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land ”) and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property: (a) The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease; (b) The Ground Lease is in full force and effect, based upon unmodified and not supplemented by any writing or otherwise; (c) The Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; (d) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (e) The term of the Ground Lease and any estoppel or other agreement received from exceeds the ground lessor in favor maturity date of the Seller, its successors and assigns, the Seller represents and warrants that:related Mortgage Loan by at least five years; (af) The Ground Lease or a memorandum regarding such Ground Lease thereof has been duly recorded or submitted for recordation in a form that is acceptable for recording in and by its terms permits the applicable jurisdictionleasehold estate to be mortgaged. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee grants any leasehold mortgagee standard protection necessary to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect protect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Dateleasehold mortgagee; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor does not contain any default provisions that could give rise to give to the Mortgagee written notice of any default, and provides that no notice of default forfeiture or termination is effective against of the Mortgagee unless such notice is given to Ground Lease except for the Mortgageenon-payment of the Ground Lease rents; (h) The Mortgagee is permitted a reasonable opportunity (includingexecution, where necessary, sufficient time to gain possession delivery and performance of the interest Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of the lessee under the Ground Lease through legal proceedings) to cure any or cause a default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate under, the Ground Lease; (i) The Ground Lease does not impose any restrictions provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on subletting that would be viewed as commercially unreasonable by payment of a prudent commercial mortgage lenderreasonable fee and delivery of reasonable documentation to the lessor; (j) Under The Mortgagor has not commenced any action or given or received any notice for the terms purpose of terminating the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of No lessor, as debtor in possession or by a total or substantially total taking or losstrustee for such lessor has give any notice of, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together)Mortgagor has not consented to, any related insurance proceeds, or portion of the condemnation award allocable attempt to the ground lessee’s interest in respect of a total or substantially total loss or taking of transfer the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment free and clear of such Ground Lease under section 363(f) of the outstanding principal balance of the Mortgage Loan, together with any accrued interestBankruptcy Code; and (l) Provided that the Mortgagee cures No lessor is subject to any defaults which are susceptible to being curedvoluntary or involuntary bankruptcy, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for reorganization or insolvency proceeding and no Mortgaged Property is an asset in any reasonvoluntary or involuntary bankruptcy, including rejection of the Ground Lease in a bankruptcy reorganization or insolvency proceeding.

Ground Leases. For purposes Borrower covenants, represents and warrants to Agent and each of this Exhibit B, the Lenders with respect to any ground lease of any of the Borrowing Base Properties (a “"Qualified Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term " or terms of years its entire interest in the land and buildings and other improvementscollectively, "Qualified Ground Leases"), if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatfollows: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in Except as previously disclosed to Agent, to the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest best knowledge of the lessee to be encumbered by the related Mortgage Borrower, no default has occurred and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in is continuing under the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Qualified Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the no event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition occurred that, but for with the passage of time or giving service of notice, or both, would result in a material constitute an event of default under the terms of such any Qualified Ground Lease and to the Seller’s knowledge, such Lease. (b) Each Qualified Ground Lease is in full force and effect as effect. (c) All rents, additional rents, percentage rents and all other charges due and payable under each Qualified Ground Lease have been fully paid. (d) Subject to the Permitted Encumbrances, Borrower is the owner of the Closing Date;entire lessee's interest in and under each Qualified Ground Lease and has the right and authority under each Qualified Ground Lease to execute this Agreement and other related Loan Documents. (e) Borrower shall, at its sole cost and expense, promptly and timely perform and observe, or cause the applicable Tenant under a Qualified Ground Lease to promptly and timely perform and observe, all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under each Qualified Ground Lease (including the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Qualified Ground Lease). (f) Borrower shall notify Agent promptly in writing after any Obligor receives notice of the occurrence of any material default by the lessor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a material default by the lessor under any Qualified Ground Lease, and the receipt by Borrower of any notice (written or otherwise) from the lessor under any Qualified Ground Lease noting or claiming the occurrence of any default by any Obligor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by any Obligor under any Qualified Ground Lease. Borrower shall promptly deliver to Agent a copy of any such written notice of default. (g) The Borrower shall promptly, after obtaining knowledge of such filing notify Agent orally of any filing, by or against any lessor under a Qualified Ground Lease or ancillary agreement between of a petition under the lessor and the lessee requires the lessor to Bankruptcy Code. Borrower shall thereafter promptly give to the Mortgagee written notice of such filing to Agent, setting forth any defaultinformation available to Borrower as of the date of such filing, the court in which such petition was filed, and provides that no notice of default or termination is effective against the Mortgagee unless relief sought in such notice is given filing. Borrower shall promptly deliver to the Mortgagee;Agent any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (h) The Mortgagee is permitted Upon the request of Agent or any Lender, Borrower shall deposit with Agent a reasonable opportunity (including, where necessary, sufficient time to gain possession copy of the interest of the lessee under the each fully executed Qualified Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed certified by Borrower as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor true and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingcorrect.

Ground Leases. For purposes Borrower and any applicable Additional Guarantor covenants, represents and warrants to Agent and each of this Exhibit Bthe Lenders with respect to any ground lease of any of the Mortgaged Properties (a "QUALIFIED GROUND LEASE" or collectively, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements"QUALIFIED GROUND LEASES"), if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatfollows: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in Except as previously disclosed to Agent, to the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest best knowledge of the lessee to be encumbered by the related Mortgage Borrower, no default has occurred and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in is continuing under the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Qualified Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the no event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition occurred that, but for with the passage of time or giving service of notice, or both, would result in a material constitute an event of default under the terms of such any Qualified Ground Lease and to the Seller’s knowledge, such Lease. (b) Each Qualified Ground Lease is in full force and effect effect. (c) All rents, additional rents, percentage rents and all other charges due and payable under each Qualified Ground Lease have been fully paid. (d) Subject to the Permitted Encumbrances, Borrower (or any Additional Guarantor, as applicable) is the owner of the Closing Date;entire lessee's interest in and under each Qualified Ground Lease and has the right and authority under each Qualified Ground Lease to execute this Agreement, the related Mortgage and other related Loan Documents, and to encumber Borrower's interest in the Qualified Ground Leases. (e) Borrower and any Additional Guarantor, as applicable, shall, at its sole cost and expense, promptly and timely perform and observe, or cause the applicable Tenant under a Qualified Ground Lease to promptly and timely perform and observe, all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under each Qualified Ground Lease (including the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Qualified Ground Lease). (f) If Borrower or any Additional Guarantor, as applicable, shall violate any of the covenants specified above, then, subject to the applicable Qualified Ground Lease terms, Borrower grants Agent the right (but not the obligation) to cause the default or defaults under any Qualified Ground Lease and the applicable Tenant Lease to be remedied and otherwise exercise any and all rights of Borrower or Additional Guarantor under each Qualified Ground Lease, as may be necessary to prevent or cure any default, provided such actions are necessary to protect Lenders' interest under this instrument, and Agent shall have the right subject to the terms of the Qualified Ground Lease to enter all or any portion of such Mortgaged Property at such times and in such manner as Agent deems necessary, to prevent or to cure any such default. (g) The actions or payments of Agent to cure any default by Borrower or any Additional Guarantor, as applicable, under any Qualified Ground Lease shall not remove or ancillary agreement waive, as between any Obligor and Lenders, the lessor default that occurred under this Agreement by virtue of the default by Borrower or Guarantor, as applicable, under any Qualified Ground Lease. All sums expended by Agent to cure any such default shall be paid by Borrower to Agent, upon demand, with interest on such sum at the rate set forth in the Notes from the date such sum is expended to and including the lessee requires date the lessor to give reimbursement payment is made to the Mortgagee written notice of any default, Agent. All such indebtedness shall be deemed to be secured by the Mortgages and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;other Loan Documents. (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession Borrower shall notify Agent promptly in writing after any Obligor receives notice of the interest occurrence of any material default by the lessor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a material default by the lessor under any Qualified Ground Lease, and the receipt by Borrower or any Additional Guarantor, as applicable, of any notice (written or otherwise) from the lessor under any Qualified Ground Lease noting or claiming the occurrence of any default by any Obligor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by any Obligor under any Qualified Ground Lease. Borrower shall promptly deliver to Agent a copy of any such written notice of default. (i) Within thirty (30) days after written demand by Agent, Borrower or Additional Guarantor shall use reasonable efforts (other than payments to the lessor) to obtain from the lessor under any Qualified Ground Lease and furnish to Agent the estoppel certificate of such lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any. (j) Subject to the applicable Qualified Ground Lease terms, and the terms of the lessee under the Ground applicable Lease through legal proceedings) Borrower or Additional Guarantor, as applicable, shall promptly execute, acknowledge and deliver to Agent such instruments as may reasonably be required to permit Agent to cure any default under the any Qualified Ground Lease or permit Agent to take such other action required to enable Agent to cure or remedy the matter in default and preserve the security interest of Agent under the Loan Documents with respect to any Property which is curable the subject of a Qualified Ground Lease. Borrower irrevocably appoints Agent as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Qualified Ground Leases, after an Event of Default, including the Mortgagee’s receipt of notice right to effectuate any extension or renewal of any default before the lessor may terminate the Qualified Ground Lease;, or to preserve any rights of Borrower or Additional Guarantor, as applicable, whatsoever in respect of any part of any Qualified Ground Lease (and the above powers granted to Agent are coupled with an interest and shall be irrevocable). (k) The generality of the provisions of this section relating to the Qualified Ground Lease shall not be limited by other provisions of this Agreement or the other Loan Documents setting forth particular obligations of any Obligor that are also required of Borrower or any Additional Guarantor, as applicable, with respect to the Qualified Ground Leases or any related Mortgaged Properties subject to any such Qualified Ground Lease. (l) Borrower or Additional Guarantor, as applicable, shall not, without Agent's prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in a material or adverse manner, any Qualified Ground Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of any lessor's interest in any Qualified Ground Lease by Borrower or Additional Guarantor, or any affiliate of Borrower or Additional Guarantor, shall be accomplished by Borrower or any such Additional Guarantor in such a manner so as to avoid a merger of the interests of lessor and lessee in such Qualified Ground Lease, unless consent to such merger is granted by Agent. (m) Notwithstanding anything to the contrary contained in this Agreement with respect to the Qualified Ground Leases: (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms lien of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), attaches to all of Borrower's rights and remedies at any related insurance proceeds time arising under or the portion pursuant to Subsection 365(h) of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progressesBankruptcy Code, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.11 U.S.

Ground Leases. For purposes of this Exhibit BAgreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease ground lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (aA) The Ground Lease ground lease or a memorandum regarding such Ground Lease ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No To the Seller’s knowledge, no material change in the terms of the Ground Lease ground lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage File; (bB) The lessor under such Ground Lease ground lease has agreed in a writing included in the related Mortgage File (or in such Ground Leaseground lease) that the Ground Lease ground lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageelender and that any such action without such consent is not binding on the lender, its successors or assigns; (cC) The Ground Lease ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (dD) The Ground Lease either (i) ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectEncumbrances; (eE) The Ground Lease ground lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (fF) The Seller has not received any written notice of material default under or notice of termination of such Ground Leaseground lease. To the Seller’s knowledge, there is no material default under such Ground Lease ground lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease ground lease. Such ground lease is in full force and effect as of the Closing Date; (gG) The Ground Lease ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgageelender, and requires that the ground lessor will supply an estoppel; (hH) The Mortgagee A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease ground lease through legal proceedings) to cure any default under the Ground Lease ground lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Leaseground lease; (iI) The Ground Lease ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lenderthe Seller in connection with loans originated for securitization; (jJ) Under the terms of the Ground Leaseground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) belowK)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (kK) In the case of a total or substantially total substantial taking or loss, under the terms of the Ground Leaseground lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lL) Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease ground lease for any reason, including rejection of the Ground Lease ground lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, (a) Each Borrower which owns a “Ground Lease” Leasehold Mortgaged ------------- Property shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings pay all rent and other improvements, if any, comprising the premises demised sums due under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, with respect to its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Leasehold Mortgaged Property by directly to the lessor under such lesseeground lease (the "Ground Lessor"), its successors or assigns in and, within 20 days after the commencement of each calendar quarter, shall deliver to Lender a manner written notification that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of Borrower has made all payments which are required under the Ground Lease had occurred since for the origination immediately preceding calendar quarter, together with evidence of the Mortgage Loan, except as reflected in such payment and an accounting of any written instruments percentage or other rent payments which are included made other than on a fixed annual, quarterly or monthly basis, all in the related Mortgage File;form satisfactory to Lender. (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect Each Borrower hereby agrees to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject deliver to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s Lender promptly upon receipt of notice of a bankruptcy or similar proceeding affecting any default before the lessor Ground Lessor of a Leasehold Mortgaged Property written notice of such bankruptcy or similar proceeding. Furthermore, each Borrower which has an interest in a Leasehold Mortgaged Property hereby assigns, transfers and sets over unto Lender all rights it may terminate the Ground Lease; (i) The Ground Lease does have in connection with such bankruptcy or similar proceeding. In furtherance of and not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms in limitation of the Ground Leaseforegoing, an estoppel each Borrower hereby authorizes Lender to demand, xxx for, collect and receive all amounts due such Borrower, and hereby appoints Lender its attorney-in-fact, to vote in connection with any resolution, arrangement, plan of reorganization or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progressescompromise, or settlement, and to the payment of the outstanding principal balance of the Mortgage Loan, together take any other action which would otherwise have been taken by such Borrower in connection with any accrued interest; (k) In the case of such a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes In the case of this Exhibit Beach Mortgage Loan, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease the fee interest in the related Underlying Mortgage Property other than Loans that are secured in whole or in partpart by the interest of the related Underlying Obligor as a lessee under a ground lease of a Underlying Mortgage Property (a "Ground Lease") (the term Ground Lease shall mean such ground lease, all written amendments and modifications, and any related estoppels or agreements from the ground lessor and, in the event the Underlying Obligor's interest is a ground subleasehold, shall also include not only such ground sublease but also the related Mortgage does ground lease), but not also encumber by the related lessor’s fee interest in such Mortgaged PropertyUnderlying Mortgage Property (the "Fee Interest") and, based upon the terms of the with respect to each Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLease: (a) The Such Ground Lease or a memorandum regarding thereof has been or will be duly recorded; such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date, and does not restrict the use of the related Mortgaged Underlying Mortgage Property by such lessee, its successors or assigns assigns, in a manner that would materially adversely affect the security provided by the related Mortgage. No ; and there has been no material change in the terms of the such Ground Lease had occurred since its recordation, with the origination exception of the Mortgage Loan, except as reflected in any written instruments which are included in a part of the related Mortgage Collateral File; (b) The lessor under such Such Ground Lease has agreed in a writing included in is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage File (or in such Ground Lease) that Mortgage, other than the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor related Fee Interest and lessee, without the prior written consent of the MortgageeTitle Exceptions; (c) The Underlying Obligor's interest in such Ground Lease is assignable to the mortgagee and its successors and assigns upon notice to, but without the consent of, the lessor thereunder (or, if such consent is required, it has been obtained prior to the Closing Date) and, in the event that it is so assigned, is further assignable by the mortgagee and its successors and assigns upon notice to, but without the need to obtain the consent of, such lessor (or, if such consent is required, it has been obtained prior to the Closing Date); (d) As of the Closing Date such Ground Lease is in full force and effect, and the Seller has not received notice (nor is the Seller otherwise aware) that any default has occurred under such Ground Lease as of the Closing Date; (e) Seller or its agent has provided the lessor under the Ground Lease with notice of its lien, and such Ground Lease requires the lessor to give notice of any default by the lessee to the mortgagee, and such Ground Lease, further provides that no notice of termination given under such Ground Lease is effective against such mortgagee unless a copy has been delivered to such mortgagee in the manner described in such Ground Lease; (f) The mortgagee under such Loan is permitted a reasonable opportunity to cure any default under such Ground Lease (including where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease), which is curable after the receipt of written notice of any such default, before the lessor thereunder may terminate such Ground Lease, and all of the rights of the Underlying Obligor under such Ground Lease and the related Mortgage (insofar as it relates to the Ground Lease) may be exercised by or on behalf of the mortgagee; (g) Such Ground Lease has an original a current term (or an original term plus including one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor the Seller, its successors or the Mortgageeassigns) that which extends not less than either (i) 10 years beyond the amortization term of the related Loan or (ii) 20 years beyond the stated maturity date of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (dh) The Such Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of requires the lessor thereunder (provided that proper notice is delivered to the extent required in accordance enter into a new lease with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage mortgagee under such Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of upon termination of such Ground Lease. To the Seller’s knowledgeLease for any reason, there is no material default under including rejection of such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under bankruptcy proceeding; (i) Under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds or condemnation award will be applied either (i) to the Seller’s knowledge, such Ground Lease is in full force and effect as repair or restoration of all or part of the Closing Daterelated Underlying Mortgage Property, with the mortgagee under such Loan or a trustee appointed or approved by it having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or (ii) to the payment of the outstanding principal balance of such Loan together with any accrued interest thereon; (gj) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Such Ground Lease does not impose any restrictions on subletting that which would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;; and (k) In Such Ground Lease may not be amended or modified without the case of a total or substantially total taking or loss, under the terms prior consent of the Ground Leasemortgagee under such Loan and any such action without such consent is not binding on such mortgagee, an estoppel its successors or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.assigns. SCHEDULE I FORM OF B NOTE REPRESENTATIONS AND WARRANTIES

Ground Leases. For purposes of this Exhibit Bparagraph, a “Ground Leaseground lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Mortgage on a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease ground lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) a. The Ground Lease ground lease or a memorandum regarding such Ground Lease ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially and adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease ground lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage Loan File; (b) b. The lessor under such Ground Lease ground lease has agreed in a writing included in the related Mortgage Loan File (or in such Ground Leaseground lease) that the Ground Lease ground lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the MortgageeBuyer, Agent and lender (unless in connection with an amendment to correct typographical errors or are otherwise de-minis in nature) and that any such action without such consent is not binding on Buyer, Agent or lender, its successors or assigns; (c) c. The Ground Lease ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) d. The Ground Lease either (i) ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectLiens; (e) e. The Ground Lease ground lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required (if required) in accordance with the Ground Leasesuch ground lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) f. The Seller has not received any written notice of material default under or notice of termination of such Ground Leaseground lease. To the Seller’s knowledge, there is no material default under such Ground Lease ground lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease ground lease and to the Seller’s knowledge, such Ground Lease ground lease is in full force and effect as of the Closing Dateeffect; (g) g. The Ground Lease ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee Buyer, Agent and lender written notice of any material default, and provides that no notice of default or of termination is effective against the Mortgagee unless such notice is given to the MortgageeBuyer, Agent and lender; (h) The Mortgagee h. Buyer or lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease ground lease through legal proceedings) to cure any default under the Ground Lease ground lease which is curable after the MortgageeBuyer’s, Agent’s and lender’s receipt of notice of any default before the lessor may terminate the Ground Leaseground lease; (i) i. The Ground Lease ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial residential mortgage lender; (j) j. Under the terms of the Ground Leaseground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee Buyer, lender or a trustee duly appointed by it having the right to hold and disburse such proceeds if in excess of 10% of the principal amount of the related Mortgage Loans as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under k. Under the terms of the Ground Lease, an estoppel or other agreement ground lease and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of all or substantially all of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) I. Provided that the Mortgagee Buyer or lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee agent or lender upon termination of the Ground Lease ground lease for any reason, including rejection of the Ground Lease ground lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With Solely with respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partBorrowing Base Properties, each of Parent and Borrower shall, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or shall cause each other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLoan Party to: (a) The Diligently perform and observe in all material respects all of the terms, covenants, and conditions of any Acceptable Ground Lease or a memorandum regarding as tenant under such Acceptable Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease; and (b) The lessor Promptly notify Administrative Agent of (i) the giving to the applicable Property Owner of any notice of any default by such Property Owner under such any Acceptable Ground Lease has agreed in and deliver to Administrative Agent a writing included in true copy of each such notice within five (5) Business Days of such Property Owner’s receipt thereof, and (ii) the related Mortgage File (obtaining of any knowledge of any bankruptcy, reorganization, or in such Ground Lease) that insolvency of the landlord under any Acceptable Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageereceipt of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) Business Days of the applicable Property Owner’s receipt; (c) The Exercise any individual option to extend or renew the term of an Acceptable Ground Lease has an original term upon demand by Administrative Agent made at any time within thirty (or an original term plus one or more optional renewal terms, which, under all circumstances, 30) days prior to the last day upon which any such option may be exercised, and will each applicable Property Owner hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such option in the name of and upon behalf of such Property Owner, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. If the applicable Property Owner shall default in the performance or observance of any term, by either Mortgagor covenant, or condition of any Acceptable Ground Lease on the Mortgagee) that extends not less than 20 years beyond part of such Property Owner and shall fail to cure the stated maturity same prior to the expiration of any applicable cure period provided thereunder, then Administrative Agent 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 related Mortgage Loanterms, or 10 years past the stated maturity if covenants, and conditions of such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Acceptable Ground Lease either (i) is not subject on the part of such Property Owner to any liens be performed or encumbrances superior observed on behalf of such Property Owner, to the end that the rights of such Property Owner in, to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The under such Acceptable Ground Lease does not place commercially unreasonably restrictions on shall be kept unimpaired and free from default. If the identity of the Mortgagee and the landlord under any Acceptable Ground Lease is assignable shall deliver to the holder Administrative Agent a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Acceptable Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable then such notice shall constitute full protection to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease Administrative Agent for any reasonaction taken or omitted to be taken by Administrative Agent, including rejection of the Ground Lease in a bankruptcy proceedinggood faith, in reliance thereon.

Ground Leases. For purposes (a) Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partaccordance with the terms of such 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 Mortgage does on such extended or renewed lease term; provided, however, Borrower shall not also encumber be required to exercise any particular such option or right to renew or extend to the related lessorextent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as Borrower’s fee interest agent and attorney-in-fact as provided above in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel Lender’s own name or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest name of the lessee to be encumbered by the related Mortgage and does not restrict the use on behalf of the related Mortgaged Property by such lesseea nominee of Lender, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change as Lender may determine in the terms exercise of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;its sole and absolute discretion. (b) The Borrower shall not waive, excuse, condone or in any way release or discharge the lessor under such any Ground Lease has agreed in a writing included in of or from such lessor’s material obligations, covenant and/or conditions under the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;Lender, such consent not to be unreasonably withheld. (c) The Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend in a material or adverse manner, any Ground Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of lessor’s interest in any Ground Lease has an original term (by Borrower or an original term plus one or more optional renewal terms, which, under all circumstances, may any Affiliate of Borrower shall be exercised, and will be enforceable, accomplished by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity Borrower in such a manner so as to avoid a merger of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or interests of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest lessee in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there unless consent to such merger is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable granted by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingLender.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Approved Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged to any Borrowing Base Property, based upon the terms of Borrower will cause the Ground Lease and any estoppel or other agreement received from Borrowing Base Entity that is the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatlessee thereunder to: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest timely perform and observe all of the lessee material terms, covenants and conditions required to be encumbered performed and observed by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors it as tenant thereunder (subject to applicable cure or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage Filegrace periods); (b) The do all things necessary to preserve and keep unimpaired such ground lease and its rights thereunder; (c) not waive, excuse or discharge any of the material obligations of the lessor under or other obligor thereunder; (d) diligently and continuously enforce the material obligations of the lessor or other obligor thereunder; (e) not cancel, terminate or surrender any such Ground Lease has agreed ground lease or agree to any cancellation, termination or surrender of any such ground lease unless simultaneously therewith the Borrowing Base Property subject to such ground lease is removed from the Borrowing Base in a writing included in accordance with Section 2.05(e); (f) not modify or amend any of the related Mortgage File (provisions of any such ground lease or in such Ground Lease) that the Ground Lease may not be amended agree to any modification or modified, or canceled or terminated by agreement of lessor and lessee, amendment thereof without the prior written consent of the MortgageeAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, no consent of the Administrative Agent shall be required if after giving effect to such modification or amendment such ground lease would continue to meet the requirements of an Approved Ground Lease as set forth in the definition of Approved Ground Lease; (cg) The Ground Lease has an original term deliver to the Administrative Agent all default and other material notices received by it or sent by it under the applicable ground lease; (h) at Administrative Agent’s reasonable request, provide to Administrative Agent any information or an original term plus one materials relating to such ground lease and evidencing the due observance and performance by the Borrower or more optional renewal termsits Subsidiaries of their obligations thereunder; (i) not permit or consent to the subordination of such ground lease to any mortgage or other leasehold interest of the premises related thereto; (j) execute and deliver (to the extent permitted to do so under such ground lease), whichupon the request of the Administrative Agent, under all circumstancesany documents, instruments or agreements as may be exercisedreasonably required to permit the Administrative Agent to cure any default under such ground lease; (k) provide to Administrative Agent written notice of its intention to exercise any option or renewal or extension rights with respect to such ground lease at least 30 days prior to the expiration of the time to exercise such right or option; (l) not treat, in connection with the bankruptcy or other insolvency proceedings of any ground lessor or other obligor, any ground lease as terminated, cancelled or surrendered pursuant to the Bankruptcy Code without the Administrative Agent’s prior written consent; (m) in connection with the bankruptcy or other insolvency proceedings of any ground lessor or other obligor, ratify the legality, binding effect and will be enforceableenforceability of the applicable ground lease within the applicable time period therefore in such proceedings, notwithstanding any rejection by either Mortgagor such ground lessor or obligor or trustee, custodian or receiver related thereto; (n) provide to the Mortgagee) that extends Administrative Agent not less than 20 years beyond the stated maturity 30 days’ prior written notice of the related Mortgage Loandate on which such Borrowing Base Entity shall apply to any court or other Governmental Authority for authority or permission to reject the applicable ground lease in the event that there shall be filed by or against such Borrowing Base Entity any petition, action or 10 years past proceeding under the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (Bankruptcy Code or with respect to a Mortgage Loan that accrues on an actual 360 basisany other Federal, substantially amortizes);state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect; and (do) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)lessee under such ground lease has the right under such ground lease to obtain an estoppel from the lessor under such ground lease, and in deliver to the event it is so assignedAdministrative Agent (or, it is further assignable by subject to the holder requirements of the Mortgage Loan subject ground lease, cause the applicable lessor or other obligor to deliver to the Administrative Agent) an estoppel certificate in relation to such ground lease in form and substance reasonably acceptable to the Administrative Agent, in its successors and assigns without the consent of discretion, and, in any case, setting forth (but with prior notice toA) the lessor; (f) The Seller has not received any written notice name of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease lessee and no condition that, but for the passage of time or giving of notice, would result in a material default lessor under the terms of ground lease (if applicable); (B) that such Ground Lease and to the Seller’s knowledge, such Ground Lease ground lease is in full force and effect and has not been modified except to the extent Administrative Agent has received notice of such modification; (C) that no rental and other payments due thereunder are delinquent as of the Closing Date; date of such estoppel; and (gD) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice whether such Person knows of any default, and provides that no notice actual or alleged defaults or events of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the applicable ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedinglease.

Ground Leases. For purposes (a) Each Mortgagor shall (i) pay or cause to be paid all rents, additional rents, and other sums required to be paid by it, as tenant under and pursuant to the provisions of this Exhibit Bthe Ground Leases except to the extent the foregoing could not reasonably be expected to cause a Material Property Event, (ii) diligently perform and observe all of the terms, covenants, and conditions of the Ground Leases on the part of such Mortgagor, as tenant thereunder except to the extent the foregoing could not reasonably be expected to cause a “Material Property Event, (iii) promptly notify Administrative Agent of the giving of any notice by the landlord under any Ground Lease to any Mortgagor of any default by such Mortgagor, as tenant thereunder, and deliver to Administrative Agent a true copy of each such notice within five (5) Business Days of receipt except to the extent the foregoing could not reasonably be expected to cause a Material Property Event, and (iv) promptly notify Administrative Agent of any bankruptcy, reorganization, or insolvency of the landlord under any Ground Lease or of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) Business Days of any Mortgagor’s receipt except to the extent the foregoing could not reasonably be expected to cause a Material Property Event. No Mortgagor shall, without the prior consent of Administrative Agent, surrender the leasehold estate created by any Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter, or amend any Ground Lease” , either orally or in writing except to the extent the foregoing could not reasonably be expected to cause a Material Property Event, and if any Mortgagor shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest default in the land performance or observance of any term, covenant, or condition of any Ground Lease on the part of such Mortgagor, as tenant thereunder, and buildings shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and other improvementsto perform any act or take any action as may be appropriate to cause all of the terms, covenants, and conditions of such Ground Lease on the part of any Mortgagor to be performed or observed on behalf of such Borrower, to the end that the rights of such Borrower in, to, and under such Ground Lease shall be kept unimpaired and free from default. If the landlord under any Ground Lease shall deliver to Administrative Agent a copy of any notice of default under such Ground Lease, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. Each Mortgagor shall exercise each individual option, if any, comprising to extend or renew the premises demised under such lease term of any Ground Lease upon demand by Administrative Agent made at any time within one hundred twenty (120) days prior to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to last day upon which any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, option may be exercised, and will each Mortgagor hereby expressly authorizes and appoint Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of such Mortgagor, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. (b) Notwithstanding anything contained in any Ground Lease to the contrary, by either no Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity shall further sublet any portion of the related Mortgage LoanBorrowing Base Property (other than as permitted pursuant to the applicable terms and conditions hereof) without prior written consent of Administrative Agent. (c) No Ground Lease may be canceled, terminated, surrendered, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns amended without the prior, written consent of the lessor thereunder (provided that proper notice is delivered Administrative Agent except to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has foregoing could not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in reasonably be expected to cause a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Material Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingEvent.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Each Ground Lease is in full force and effect in accordance with the terms thereof, and has not been modified except as expressly set forth on Exhibit B hereto. Mortgagor has delivered to the Mortgagee a true, correct and compxxxx xxxx of each Ground Lease. To the best knowledge of the Closing Date;Mortgagor, no material default exists, and no event or act has occurred and no condition exists which with the passage of time or the giving of notice or both would constitute a material default, under any Ground Lease. The execution and delivery of this Mortgage by the Mortgagor (i) does not require the consent or approval of the landlord under any Ground Lease, and (ii) will not violate or result in a default under any Ground Lease. (b) The Mortgagor shall at all times promptly and faithfully keep and perform, or cause to be kept and performed in all material respects, all the covenants and conditions contained in each Ground Lease by the lessee therein to be kept and performed and shall conform to and comply with the terms and conditions of each Ground Lease, and the Mortgagor further covenants that it will not do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair the security of this Mortgage or will be reason for declaring a default under any Ground Lease. (c) The Mortgagor shall furnish to any Agent, promptly upon such Agent's request, any and all information concerning the performance by the 14 IN Mortgagor and the landlord under any Ground Lease of the covenants of any Ground Lease, including, without limitation, all notices of default. (d) After the occurrence and during the continuance of an Event of Default, the Mortgagee may (but shall not be obligated to) take any such action as the Mortgagee deems necessary or desirable to cure, in whole or in part, any failure of compliance by the Mortgagor under any Ground Lease; and upon the receipt by the Mortgagee from the Mortgagor or the landlord under any Ground Lease of any written notice of default by the Mortgagor as the lessee thereunder, the Mortgagee may rely thereon, and such notice shall constitute full authority and protection to the Mortgagee for any action taken or omitted to be taken in good faith reliance thereon. All sums, including reasonable attorneys' fees, so expended by the Mortgagee to cure or prevent any such default, or expended to sustain the Lien of this Mortgage or its priority, shall be deemed secured by this Mortgage and shall become a portion of the Secured Obligations and shall be paid by the Mortgagor on demand, with interest accruing thereon at the Default Rate. Subject to the provisions set forth in the first sentence of this Subparagraph (d), the Mortgagor hereby expressly grants to the Mortgagee (subject to the terms of each Ground Lease), and agrees that the Mortgagee shall have, the absolute and immediate right to enter in and upon the Leased Land and the Improvements or any part thereof to such extent and as often as the Mortgagee, in its discretion, deems necessary or desirable in order to cure any default or alleged default by the Mortgagor under any Ground Lease. (e) Upon the occurrence and during the continuance of any Event of Default, all lessee's options (including, without limitation, any right to exercise any purchase options), elections and approval rights, together with the right of termination, cancellation, modification, change, supplement, alteration or amendment of each Ground Lease, all of which have been assigned for collateral purposes to the Mortgagee, shall automatically vest exclusively in and be exercisable solely by the Mortgagee. (f) So long as this Mortgage is in effect, there shall be no merger of any Ground Lease or any interest therein, or of the leasehold estate created thereby, with the fee estate in the Land or any portion thereof by reason of the fact that such Ground Lease or such interest therein may be held directly or indirectly by or for the account of any Person who shall hold the landlord's leasehold estate or fee estate in the Land or any portion thereof or any interest of the landlord under such Ground Lease. In case the Mortgagor acquires fee title to the Land or any portion thereof (pursuant to the exercise of a purchase option, or otherwise), this Mortgage shall attach to and cover and be a Lien upon the fee title or such other estate so acquired, and such fee title or other estate shall, without further assignment, mortgage or conveyance, become and be subject to the Lien of and covered by this Mortgage. The Mortgagor shall notify the Agents of any such acquisition and, on written request by the Agents, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the reasonable opinion of the Agents be necessary or appropriate to effect 15 IN the intent and meaning hereof and shall deliver to the Mortgagee an endorsement to the Mortgagee's loan title insurance policy insuring that such fee title or other estate is subject to the Lien of this Mortgage. (g) The If any action or proceeding shall be instituted to evict the Mortgagor or to recover possession of the Leased Land or any part thereof or interest therein, or any action or proceeding otherwise affecting any Ground Lease or ancillary agreement between this Mortgage shall be instituted, then the lessor and the lessee requires the lessor to give Mortgagor will, promptly, but no later than within seven (7) Business Days of service thereof on or to the Mortgagee written Mortgagor, deliver to the Agents any notice of any defaultmotion, order to show cause and of all other provisions, pleadings, and provides that no notice of default papers, however designated, served in any such action or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;proceeding. (h) The Mortgagee is permitted a reasonable opportunity (Lien of this Mortgage shall attach to all of the Mortgagor's rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, where necessarywithout limitation, sufficient time all of the Mortgagor's rights to gain remain in possession of each leasehold parcel, provided, however, that the interest Mortgagee shall have no right to exercise such rights and remedies unless an Event of Default has occurred and is continuing. The Mortgagor shall, after obtaining knowledge thereof, promptly notify the lessee Agents of any filing by or against the lessor or fee owner of any leasehold parcel of a petition under the Ground Lease through legal proceedings) Bankruptcy Code. At any Agent's request, the Mortgagor shall promptly deliver to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice such Agent, following receipt, copies of any default before and all notices, summonses, pleadings, applications and other documents received by the lessor may terminate the Ground Lease;Mortgagor in connection with any such petition and any proceedings relating thereto. (i) The If there shall be filed by or against the Mortgagor a petition under the Bankruptcy Code, the Mortgagor, as lessee under any Ground Lease, shall not reject such Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;pursuant to Section 365(a) of the Bankruptcy Code without the prior written consent of the Agents. (j) Under Effective upon the terms entry of an order for relief with respect to the Mortgagor under the Bankruptcy Code, the Mortgagor hereby assigns and transfers to the Mortgagee a non-exclusive right to apply to the Bankruptcy Court under subsection 365(d)(4) of the Bankruptcy Code for an order extending the period during which any Ground Lease, an estoppel Lease may be rejected or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;assumed. (k) In the case No release or forbearance of a total or substantially total taking or loss, under the terms any of the Mortgagor's obligations under any Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable pursuant to the ground lessee’s interest in respect terms thereof or otherwise, shall release the Mortgagor from any of a total its obligations under this Mortgage or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingother Secured Obligations.

Ground Leases. For purposes of this Exhibit B, a “(i) Xxxxxx is authorized to assign its interest in any condemnation award which Xxxxxx is entitled to receive pursuant to the Ground Lease” shall mean a lease creating a leasehold estate in real property where . (ii) Xxxxxx has the fee owner as the ground lessor conveys for a term right to sublease or terms of years its entire interest in the land and buildings and other improvementsotherwise encumber, if anywithout restriction, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest all or any part of the ground lessor as fee owner Xxxxxx Leasehold Premises and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns leasehold estate created thereby without the consent of the lessor thereunder Ground Lessor. (provided that proper notice is delivered to the extent required in accordance with iii) if any default by Xxxxxx shall occur under the Ground Lease), Lender is entitled under the Ground Lease to receive notice of such default contemporaneously with any notice of default which is given to Xxxxxx from Ground Lessor and an additional opportunity to cure any such default which is susceptible of cure by Lender, which in the event it is so assignedcase of any non-monetary default susceptible of cure by Lender, it is further assignable by includes the holder right of Lender or its designee to acquire possession of the Mortgage Loan Xxxxxx Leasehold Premises by means of foreclosure of this Security Instrument or by other means and its successors and assigns without to become the consent of (but with prior notice to) lessee under the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there So long as Lender has agreed to effectuate a cure and is no material proceeding to cure any such non-monetary default under such Ground Lease within applicable notice and grace periods and no condition thatmonetary default remains uncured beyond any applicable notice and grace periods to which Xxxxxx and Lender are entitled, but for Ground Lessor may not terminate the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Lease. (iv) The Ground Lease is in full force and effect as of the Closing Date; (g) and has not been modified or supplemented. The Ground Lease or ancillary agreement between the lessor cannot be cancelled solely by Ground Lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;Borrower’s consent for all modifications. (hv) The Mortgagee is permitted a reasonable opportunity All rents (including, where necessary, sufficient time to gain possession of the interest of the lessee under including additional rents and other charges) reserved for in the Ground Lease through legal proceedingsand payable prior to the date hereof have been paid. (vi) No party to cure the Ground Lease is in default of any default obligation such party has thereunder and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute such a default. (vii) No notice or other written or oral communication has been provided to any party under the Ground Lease which alleges that, as of the date hereof, either a default exists or with the passage of time will exist under the provisions of such Ground Lease. (viii) If there shall be a Taking of the fee title to the Xxxxxx Leasehold Premises, subject to amounts which are applied to restoration, Xxxxxx is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate entitled under the Ground Lease to receive such portion of the award for such Taking as equals the value of Xxxxxx’x estate under the Ground Lease and improvements made by Xxxxxx. If there shall be a casualty under a Ground Lease;, either there is an obligation to use insurance proceeds for a full restoration or Xxxxxx is entitled to receive such portion of such proceeds as equals the value of the Improvements. (iix) The Ground Lease does not impose any restrictions on subletting that would may be viewed as commercially unreasonable by a prudent commercial mortgage lender;assigned from time to time without the consent of Ground Lessor. (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lx) Provided that the Mortgagee cures no monetary default remains uncured beyond any defaults applicable notice and grace periods to which Xxxxxx and Lender are susceptible to being curedentitled, the ground lessor has agreed Ground Lease may not be terminated by Ground Lessor by reason of any default by Xxxxxx which is not susceptible of cure by Lender. (xi) If the Ground Lease is terminated by reason of a default by Xxxxxx, Lender or its designee is entitled under the Ground Lease to enter into a new lease (the “New Lease”) with Ground Lessor for the Mortgagee upon termination remainder of the term of the Ground Lease for any reasonupon the same base rent and additional rent and other terms, including rejection of covenants, conditions and agreements as are contained in the Ground Lease in a bankruptcy proceedingLease.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Mezzanine Loan where the related Mortgage Loan for such Mezzanine Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage (for such Mortgage Loan) does not also encumber the related lessor’s fee interest in such related Mortgaged PropertyProperty (indirectly securing the Mezzanine Loan and securing the related Mortgage Loan), based upon the terms of such Ground Lease, the Ground Lease related Mortgage Loan, the Mezzanine Loan and any estoppel or other agreement received from the ground lessor in favor of the applicable Seller, its successors and assigns, the Seller represents and warrants that: (a) The Such Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdictionjurisdiction (or, with respect to any Foreign Purchased Asset, such other customary filings, recordings or registrations have been made). The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially and adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage Mezzanine Loan File (or in such Ground Lease) that the such Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lesseexxxxxx, without the prior written consent of the Mortgageelender; (c) The Such Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 twenty (20) years beyond the stated maturity of the related Mortgage Mezzanine Loan, or 10 ten (10) years past the stated maturity if such Mortgage Mezzanine Loan fully amortizes by the stated maturity (or with respect to a Mortgage Mezzanine Loan that accrues interest on an actual 360 actual/360 basis, substantially amortizesamortizes by the stated maturity); (d) The Such Ground Lease either (i) is not subject to any liens liens, charges or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectsubject (or, with respect to any Foreign Purchased Asset, the equivalent in the relevant non-U.S. jurisdiction); (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Such Ground Lease is assignable to the holder of the related Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice or if such consent is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assignednecessary, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessorhas been obtained); (f) The applicable Seller has not received any written notice of material default under or notice of termination (or in the case of a Foreign Purchased Asset, forfeiture) of such Ground Lease. To the applicable Seller’s knowledgeKnowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease Lease, or in the case of a Foreign Purchased Asset, would lead to a forfeiture of such Ground Lease, and to the applicable Seller’s knowledgeKnowledge, such Ground Lease is in full force and effect as of the Closing DatePurchase Date for the related Mortgage Loan; (g) The Such Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (h) The Mortgagee A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the such Ground Lease through legal proceedings) to cure any default under the such Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the such Ground Lease; (i) The Such Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the such Ground Lease, an estoppel or other customary agreement in the relevant jurisdiction received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) below)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Mezzanine Loan documentsDocuments) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Mezzanine Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the such Ground Lease, an estoppel or other customary agreement in the relevant jurisdiction and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mezzanine Loan (and the related Mortgage Loan), together with any accrued interest; and (l) Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the such Ground Lease for any reason, including rejection of the such Ground Lease in a bankruptcy or other insolvency proceeding.

Ground Leases. For purposes (i) Borrower shall pay, promptly when due and payable (before the commencement of this Exhibit Bany "cure" or "grace" period), all Ground Rent. Upon notice from Agent, simultaneously with the making of each and every payment of Ground Rent payable after the delivery of such notice, Borrower shall simultaneously deliver to Agent a “Ground Lease” shall mean a lease creating a leasehold estate in real property where copy of the fee owner as the ground lessor conveys for a term or terms of years its entire interest check in the land and buildings and other improvements, if any, comprising the premises demised under such lease amount delivered to the ground lessee payee. (who mayii) Borrower shall perform and observe (before the commencement of any "cure" or "grace" period) all terms, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partcovenants, and conditions that Borrower is required to perform and observe under the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the applicable Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee do everything necessary to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease preserve and to the Seller’s knowledge, such Ground Lease is keep unimpaired and in full force and effect as the applicable Ground Lease. The Borrower shall not permit any Ground Lease to go into default (whether or not any cure period in the Ground Lease has expired). (iii) Borrower shall enforce the obligations of the Closing Date;applicable lessor under each Ground Lease so that Borrower may at all times enjoy all its rights, benefits and privileges under the applicable Ground Leases. (giv) The Borrower shall not, without Agent's consent, cause, agree to, permit, or suffer to occur any Ground Lease Impairment. Any Ground Lease Impairment made without Agent's consent shall be null, void, and of no force or effect. Any party entering into or purportedly obtaining the benefit of such a purported Ground Lease Impairment is hereby placed on notice that Borrower has no power or authority to cause, consent, or agree to such Ground Lease impairment without Agent's consent. (v) The Borrower shall not, without Agent's consent, refuse to consent or consent to any action that any Lessor under a Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor any third party takes or desires to give take under or with respect to the Mortgagee written notice any Ground Lease. (vi) Borrower shall promptly deliver to Agent a copy of any default, and provides that no notice of default or termination is effective against termination, or demand for performance (other than routine bills for current Ground Rent) that it receives from any lessor under a Ground Lease. The Borrower shall furnish to Agent all information that Agent may request from time to time concerning the Mortgagee unless Ground Leases and Borrower's compliance with the Ground Leases. Borrower, immediately upon learning that any lessor under a Ground Lease has failed to perform the terms and provisions under any Ground Lease (including by reason of a rejection or disaffirmance or purported rejection of disaffirmance of such notice is given Ground Lease pursuant to any state or federal bankruptcy law), shall notify Agent thereof. Promptly after the Closing Date, and again promptly after execution of any amendment to the Mortgagee;related leasehold REO Mortgage, Borrower shall notify the applicable Ground Lessor of the execution and delivery of the related leasehold REO Mortgage or such amendment. Such notice shall set forth, verbatim, in a form satisfactory to Agent, all provisions of the related leasehold REO Mortgage relating to Ground Lease Impairments. Agent shall have the right, but not the obligation, to give any lessor under a Ground Lease at any time any notice described in this paragraph or otherwise relating to the related leasehold REO Mortgage or the Loan. (hvii) The Mortgagee is permitted Borrower shall promptly notify agent of any request that any party to a reasonable opportunity (including, where necessary, sufficient time Ground Lease makes for arbitration or other dispute resolution procedure pursuant to gain possession such Ground Lease and of the interest institution of any such arbitration or dispute resolution. The Borrower hereby authorizes Agent to participate in any such arbitration or dispute resolution. Such participation may, at Agent's option, be to the exclusion of, and in place of, the Borrower. The Borrower shall promptly deliver to Agent a copy of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt determination of notice of any default before the lessor may terminate the Ground Lease;each such arbitration or dispute resolution mechanism. (iviii) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by If Agent or its designee shall acquire or obtain a prudent commercial mortgage lender; (j) Under the terms of the New Ground Lease, an estoppel then Borrower shall have no right, title or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) whatsoever in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the New Ground Lease, an estoppel or any proceeds or income arising from the estate arising under any such New Ground Lease, including from any sale or other agreement and the related Mortgage (taken together), any related insurance proceeds, disposition thereof. Agent or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the its designee shall hold such New Ground Lease for free and clear of any reason, including rejection right or claim of the Ground Lease in a bankruptcy proceedingBorrower.

Ground Leases. For purposes of this Exhibit Bthese representations and warranties, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold Ground Leasehold estate under a Ground Lease in whole or in part, and the related Mortgage mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Sellermortgage loan seller, its successors and assignsassigns (collectively, the Seller “Ground Lease and Related Documents”), mortgage loan seller represents and warrants that: (aA) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage mortgage and does do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgagemortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage Filemortgage file; (bB) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File mortgage file (or in such Ground LeaseLease and Related Documents) that the Ground Lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, lessee without the prior written consent of the Mortgageelender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease; (cC) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (dD) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgagemortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject to of a subordination, non-disturbance and or attornment agreement or similar agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (eE) The Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that proper notice is delivered to the extent required in accordance with the such Ground LeaseLease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (but with prior notice to) the lessoror, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid); (fF) The Seller mortgage loan seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Sellermortgage loan seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Sellermortgage loan seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (gG) The Ground Lease or ancillary agreement between the lessor and the lessee requires Related Documents require the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (hH) The Mortgagee A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (iI) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent the mortgage loan seller in connection with the origination of similar commercial mortgage lenderor multifamily loans intended for securitization; (jJ) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) belowK)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan mortgage loan documents) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (kK) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lL) Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes (a) Borrower shall: (i) pay all rents, additional rents and other sums required to be paid by the applicable Individual Borrowers, as tenant under and pursuant to the provisions of this Exhibit Bthe Ground Leases, a “as and when such rent or other charge is payable, subject to applicable grace periods afforded Borrower under the Ground Lease (but not, for the avoidance of doubt, any additional grace notice, or cure periods afforded Lender under the Ground Lease or otherwise) and to Borrower’s right to contest (if expressly permitted under the Ground Lease and then in strict accordance with the terms of such Ground Lease” ) the amount claimed by Lessor to be due; (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Leases on the part of the applicable Individual Borrowers, as tenant thereunder, to be performed and observed, at least three (3) days prior to the expiration of any applicable grace period therein provided; and (iii) promptly notify Lender of the giving of any written notice by the lessor under the Ground Leases to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Leases on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice. (b) Borrower shall mean a lease creating a not, without the prior consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion), surrender or cause or permit the surrender of the leasehold estate created by any of the Ground Leases or terminate or cancel the Ground Leases or modify, change, supplement, alter or amend the Ground Leases, in real property where any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the fee owner payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of the applicable Individual Borrowers, as tenants under the Ground Leases, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect. (c) If any Individual Borrower shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be necessary or appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of such Individual Borrower, to the end that the rights of such Individual Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, provided Lender shall not have received any notice of default from the ground lessor conveys for a term and no Event of Default shall have occurred and be continuing, Lender will if practicable provide reasonable advance notice, not to exceed five (5) days, to Borrower prior to, and if not practicable then subsequent to, the making of any such payment, the performance of any such act or terms the taking of years its entire interest in any such action. In any such event, subject to the land and buildings rights of tenants, subtenants and other improvementsoccupants under the Leases or of parties to any Operations Agreement, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon any Individual Property at any reasonable time, on reasonable notice and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Leases. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (d) If any lessor under a Ground Lease shall deliver to Lender a copy of any notice of default sent by said lessor to an Individual Borrower, as tenant under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, comprising to extend or renew the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms term of the Ground Lease and Leases upon demand by Lender made at any estoppel or other agreement received from time within one (1) year prior to the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding last day upon which any such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of the applicable Individual Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will be enforceablenot subordinate or consent to the subordination of the Ground Leases to any mortgage, by either Mortgagor security deed, lease or other interest on or in the Mortgageelandlord’s interest in all or any part of any Individual Property, unless, in each such case, the written consent of Lender shall have been first had and obtained. (e) that extends not less than 20 years beyond Notwithstanding anything to the stated maturity contrary contained in this Agreement with respect to each Ground Lease: (i) The lien of the related Mortgage Loanattaches to all of the applicable Individual Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the U.S. Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of such Individual Borrower’s rights, as debtor, to remain in possession of the related Ground Lease Property. (ii) No Individual Borrower shall, without Lender’s written consent, elect to treat any Ground Lease as terminated under Subsection 365(h)(l) of the U.S. Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, each Individual Borrower unconditionally assigns, transfers and sets over to Lender all of its claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the U.S. Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of such Individual Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the U.S. Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or any Individual Borrower as damages arising out of the rejection of a Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, any Individual Borrower seeks to offset, against the rent reserved in any Ground Lease, the amount of any damages caused by the nonperformance by the applicable Ground Lessor of any of its obligations thereunder after the rejection by such Ground Lessor of such Ground Lease under the U.S. Bankruptcy Code, then such Individual Borrower shall not effect any offset of such amounts unless it shall have provided written notice to Lender of its intent to do so and Lender shall have consented thereto. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of any Ground Lease Property in connection with any case under the U.S. Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against the Ground Lessor under such Ground Lease of a petition under the U.S. Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (f) Borrower may exercise, or 10 years past cause or permit the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or exercise of, any Ground Lease Purchase Option with respect to any Ground Lease Property without Lender’s prior written consent; provided each of the following conditions is satisfied: (i) No Event of Default shall have occurred and be continuing; (ii) Lender shall receive not less than forty-five (45) days advance written notice of the related Individual Borrower’s intention to exercise such Ground Lease Purchase Option unless such Ground Lease sets forth a Mortgage Loan that accrues on shorter time period within which such Individual Borrower is required to respond in order to exercise such Ground Lease Purchase Option, in which case the advance notice period hereunder shall instead be such shorter time period; (iii) The related Individual Borrower shall comply with all of the terms and conditions of the related Ground Lease with respect to such Ground Lease Purchase Option; (iv) Fee title to the related Ground Lease Property shall be conveyed to the Individual Borrower who is the ground lessee under such Ground Lease pursuant a bona fide arm’s length transaction and for fair consideration and such acquisition shall not result in a merger of the fee and leasehold estates in such Ground Lease Property; (v) Borrower shall not incur any Indebtedness in order to finance the exercise of such Ground Lease Purchase Option; (vi) All third party consents or approvals required in order to acquire fee title to the Ground Lease Property, including without limitation, the consent of any Franchisor, shall have been obtained (satisfaction of this condition may be demonstrated by an actual 360 basis, substantially amortizesOfficer’s Certificate certifying to the foregoing); (dvii) The Simultaneously with the Individual Borrower’s acquisition of fee title to the Ground Lease either (i) is not subject Property, such Individual Borrower shall execute, acknowledge and deliver to any liens or encumbrances superior toLender an amendment and spreader agreement to the applicable Mortgage, or of equal priority withat Lender’s discretion, the a new Mortgage, except substantially in the same form as the existing Mortgage, together with such other documents as Lender may reasonably require for the related fee interest purpose of the ground lessor granting Lender a first priority, perfected lien on and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee security interest in the Mortgaged Individual Borrower’s fee simple estate in the Individual Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions and all related Gross Revenue, Accounts, Fixtures, Equipment and other personal property, on the identity of same terms and conditions as the Mortgagee Lien and the Ground Lease is assignable security interest granted to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of Lender on the Closing Date; (gviii) The Lender shall receive a new Title Insurance Policy (or an endorsement to the existing Title Policy) satisfactory to Lender insuring Lenders’ first priority, perfected Lien on and security interest in such Individual Borrower’s fee simple ownership of the related Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the MortgageeProperty; (hix) The Mortgagee is permitted a reasonable opportunity (includingorganizational documents of such Individual Borrower shall, where if necessary, sufficient time be modified to gain possession allow the Borrower to hold fee title to such Ground Lease Property; (x) If the Loan is included in a REMIC Trust and if required by Lender, Lender shall have received a REMIC Opinion with respect to the exercise of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interestPurchase Option; and (lxi) Provided that Lender and/or its Servicer shall be reimbursed for all costs and expenses, including legal fees, incurred in connection with the Mortgagee cures exercise of such Ground Lease Purchase Option; (g) Borrower shall not cause or permit the exercise of any defaults Ground Lease Purchase Option by or on behalf of any Affiliate of Borrower or any other Person over whom Borrower has control other than the Individual Borrower which are susceptible to being cured, is the ground lessor has agreed to enter into a new lease lessee under the related Ground Lease, and then only in compliance with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingpreceding Subsection (f).

Ground Leases. For purposes of this Exhibit BAgreement, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. 1. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageelender, and no such consent has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgageemortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee lender written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee lender unless such notice is given to the Mortgageelender; (h) The Mortgagee A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgageelender’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lenderthe Seller in connection with loans originated for securitization; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to the restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking loss or losstaking, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner Landlord and Tenant hereby agree as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease follows with respect to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLeases: (a) The Tenant shall have no authority to agree to any amendment, modification or supplement to any Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest to waive any rights of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the under any Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of Landlord. Landlord shall not modify, amend or supplement the Mortgagee;terms of any Ground Lease without the written consent of Tenant (which shall not be unreasonably withheld). It shall not be unreasonable for Landlord or Tenant or Lender to withhold approval of an amendment which would shorten the term of any Ground Lease, increase any Ground Lease Basic Rent or increase in any material respect any other obligations of the lessee under any Ground Lease. (b) Landlord and Tenant shall each deliver to the other and to the Lender, copies of all notices or other correspondence received by such party related to any Ground Lease promptly after such party's receipt of the same. (c) The Tenant agrees that it shall be solely responsible, at Tenant's sole cost and expense, for performing when due all the Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may Obligations to be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes performed by the stated maturity (or with respect lessee under any Ground Lease. Landlord agrees that it shall cooperate in any manner reasonably requested by Tenant in order to a Mortgage Loan facilitate Tenant's performance of any Ground Lease Obligations; provided that accrues on an actual 360 basis, substantially amortizes);Tenant shall bear all costs and expenses associated therewith. (d) The In the event of a termination of any Ground Lease either (i) is not subject as a result of Tenant's failure to perform any liens or encumbrances superior toGround Lease Obligations, or Tenant shall nonetheless remain obligated to continue to make payment of equal priority withall Basic Rent, Additional Rent and other amounts due under this Lease throughout the Mortgage, except for the related fee interest remainder of the ground lessor and the Permitted Encumbrances Term of this Lease without setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingdefense.

Ground Leases. For purposes of this Exhibit Bparagraph, a “Ground Leaseground lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Mortgage on a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease ground lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) a. The Ground Lease ground lease or a memorandum regarding such Ground Lease ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially and adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease ground lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage Loan File; (b) b. The lessor under such Ground Lease ground lease has agreed in a writing included in the related Mortgage Loan File (or in such Ground Leaseground lease) that the Ground Lease ground lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageeagent or lender (unless in connection with an amendment to correct typographical errors or are otherwise de-minis in nature) and that any such action without such consent is not binding on the agent or lender, its successors or assigns; (c) c. The Ground Lease ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) d. The Ground Lease either (i) ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectLiens; (e) e. The Ground Lease ground lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required (if required) in accordance with the Ground Leasesuch ground lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) f. The Seller has not received any written notice of material default under or notice of termination of such Ground Leaseground lease. To the Seller’s knowledge, there is no material default under such Ground Lease ground lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease ground lease and to the Seller’s knowledge, such Ground Lease ground lease is in full force and effect as of the Closing Dateeffect; (g) g. The Ground Lease ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee agent or lender written notice of any material default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgageeagent or lender; (h) h. The Mortgagee agent or lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease ground lease through legal proceedings) to cure any default under the Ground Lease ground lease which is curable after the Mortgageeagent’s or lender’s receipt of notice of any default before the lessor may terminate the Ground Leaseground lease; (i) i. The Ground Lease ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial residential mortgage lender; (j) j. Under the terms of the Ground Leaseground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee agent, lender or a trustee duly appointed by it having the right to hold and disburse such proceeds if in excess of 10% of the principal amount of the related Mortgage Loans as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under k. Under the terms of the Ground Lease, an estoppel or other agreement ground lease and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of all or substantially all of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) l. Provided that the Mortgagee agent or lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee agent or lender upon termination of the Ground Lease ground lease for any reason, including rejection of the Ground Lease ground lease in a bankruptcy proceeding.

Ground Leases. For purposes Except as otherwise set forth in Schedule 4.1.43 attached hereto, each of this Exhibit B, a “Borrower and Maryland Owner represents and warrants to Lender as of the Closing Date the following with respect to each Ground Lease” shall mean : (a) the Ground Lease (or a lease creating a leasehold estate in real property where memorandum of such Ground Lease) has been duly recorded. The Ground Lease permits the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor applicable Individual Borrower to be encumbered by a mortgage, deed of trust, indemnity deed of trust or deed to secure debt (provided that the mortgage, deed of trust, indemnity deed of trust or deed to secure debt, as fee owner applicable, is at all times subject and does not include industrial development agency (XXXsubordinate to the Ground Lease) or similar leases for purposes the Ground Lessor has approved and consented to the encumbrance of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole Property by the applicable Security Instrument. There have not been amendments or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon modifications to the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for since recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since (or a memorandum thereof), with the origination exception of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) have been recorded. The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be terminated, surrendered or amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of Lender; which such consent, with respect to amendment, shall not be unreasonably withheld, conditioned or delayed; provided that the MortgageeIndividual Borrowers that are tenants under the Ground Lease may exercise renewal rights without Lender’s consent and provided that the Ground Lessor shall not be prevented from exercising its remedies in accordance with the Ground Lease if the obligations of Individual Borrower under the Ground Lease are not performed as provided in the Ground Lease; (cb) The except for the Permitted Encumbrances and other encumbrances of record, the applicable Individual Borrower’s interest in the related Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens Liens or encumbrances superior to, or of equal priority with, the Mortgage, except for applicable Security Instrument other than the Ground Lessor’s related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectinterest; (ec) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and applicable Individual Borrower’s interest in the Ground Lease is assignable without the consent of Ground Lessor to Lender, the holder purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure of the Mortgage Loan Lien of the Security Instrument or transfer of the applicable Individual Borrower’s leasehold estate by deed or assignment in lieu of foreclosure. Thereafter, subject to certain conditions and restrictions set forth therein, the Ground Lease is further assignable by such transferee and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the applicable Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessorLessor; (fd) The Seller has not received any written notice as of the date hereof, the Ground Lease is in full force and effect and to Borrower’s Knowledge no material default has occurred under or notice of termination of such the Ground Lease. To the Seller’s knowledge, Lease that is continuing and there is no material default under such Ground Lease and no existing condition thatwhich, but for the passage of time or the giving of notice, would could result in a material default under the terms of such the Ground Lease; (e) under the terms of the Ground Lease and the Loan Documents, taken together, any related insurance and condemnation proceeds that are paid or awarded to Borrower with respect to the Seller’s knowledgeleasehold interest created thereby will be assigned to Lender and Lender shall have the right to, such (subject to the terms of the Loan Documents, either hold and disburse the proceeds for the payment of the costs and expenses for repairing or restoring all or part of the related portion of the Ground Lease is in full force and effect Property, as the repair or restoration progresses, or apply the proceeds to the payment of the Closing Dateoutstanding principal balance of the Loan together with any accrued interest thereon; (f) the Ground Lease does not impose any restrictions on subleasing; (g) The the Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor Ground Lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against by the Mortgagee unless such notice is given applicable Individual Borrower under the Ground Lease to the MortgageeLender prior to exercising its remedies thereunder; (h) The Mortgagee is permitted a reasonable Lender has the opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee applicable Individual Borrower under the Ground Lease through legal proceedingsLease) to cure any default under the such Ground Lease which that is curable curable, after the Mortgagee’s receipt of notice of any default the default, before the lessor Ground Lessor thereunder may terminate the such Ground Lease; (i) The each Ground Lease does has a term (including all extensions exercisable at the option of the applicable Individual Borrower) which extends not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;less than eighteen (18) years beyond the Maturity Date; and (j) Under the terms of each Ground Lease requires the Ground LeaseLessor, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together)upon certain specified conditions being satisfied, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination (prior to expiration of the term thereof) of such Ground Lease for any reason, including rejection or disaffirmation of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXIXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where The Mortgage Loan is not secured by the fee owner as the ground lessor conveys for a term or terms of years its entire Mortgagor’s interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease a Ground Lease except to the ground lessee extent permitted pursuant to representation (who may9) above, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the if such Mortgage Loan is secured by a leasehold estate under the Mortgagor’s interest in a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatLease: (aA) The Ground Lease or a memorandum regarding such Ground Lease thereof has been duly recorded or submitted for recordation in a form that is acceptable for recording in recorded, the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee thereunder to be encumbered by the related Mortgage and Mortgage, does not restrict the use of the related Mortgaged Property by such lessee, the lessee or its successors or and assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No , and there has not been a material change in the terms of the Ground Lease had occurred since its recordation, with the origination exception of the Mortgage Loan, except as reflected in any written instruments which are included in part of the related Mortgage Filemortgage file; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (cB) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, except for other than the related ground lessor’s related fee interest interest; (C) The Ground Lease either (i) has a term which extends not less than five years beyond the maturity date of the ground lessor and the Permitted Encumbrances related Mortgage Loan or (ii) is subject grants the lessee the option to extend the term of the lease for a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest period (in the Mortgaged Property is subjectaggregate) which exceeds five years beyond the maturity date of the related Mortgage Loan; (eD) The Ground Lease is valid, in good standing, and in full force and effect; (E) The lessee is not in default under any provision of the lease; (F) The mortgagee under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (G) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure contain any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting provisions that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel could give rise to forfeiture or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease except for any reason, including rejection the nonpayment of the Ground lease rents; and (H) The Ground Lease in provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a bankruptcy proceeding.reasonable fee and delivery of reasonable documentation to the lessor;

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a each Ground Lease in whole or in partLease, and except to the related Mortgage does extent the effect of which is not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatreasonably likely to have a Material Adverse Effect: (a) The Ground Lease contains the entire agreement of the Ground Lessor and the applicable Asset Entity pertaining to the Ground Leased Tower Site covered thereby. The Asset Entities have no estate, right, title or interest in or to the Ground Leased Tower Site except under and pursuant to the Ground Lease. The Issuer Entity shall have caused or will cause the Asset Entities to deliver, a memorandum regarding such true and correct copy of the Ground Lease to Indenture Trustee and the Ground Lease has not been duly recorded modified, amended or submitted for recordation assigned except as set forth therein. (b) The Asset Entities have obtained title insurance insuring the applicable Asset Entity’s leasehold interest in a form that is acceptable for recording each of the Ground Leases. (c) There are no rights to terminate the Ground Lease other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the applicable jurisdictionGround Lease. (d) The Ground Lease is in full force and effect, and no Ground Lease Default exists on the part of the Asset Entities or, to the Asset Entities’ Knowledge, on the part of the Ground Lessor under the Ground Lease. The Asset Entities have not received any written notice that a Ground Lease Default exists, or that the Ground Lessor or any third party alleges the same to exist. (e) The applicable Asset Entity is the exclusive owner of the lessee’s interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to the Closing Date), except in favor of Indenture Trustee pursuant to this Indenture and the other Transaction Documents. (f) The Ground Lease or an estoppel a memorandum thereof or other agreement received from instrument sufficient to permit recording of a deed of trust or similar security instrument has been recorded and the ground lessor Ground Lease (or the applicable Estoppel) permits the interest of the lessee to be encumbered by this Indenture. (g) Except for the related Mortgage and does not restrict Permitted Encumbrances, the use of the related Mortgaged Property by such lessee, its successors or assigns interests in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances Liens superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to this Indenture unless a subordination, non-disturbance and attornment agreement to which has been obtained from the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;applicable holder of such Lien. (eh) The Except as set forth on Schedule 6.25(h), the Ground Lease does not place commercially unreasonably restrictions on (or the identity applicable Estoppel) requires the Ground Lessor to give notice of any default by the Mortgagee Asset Entities to the Indenture Trustee and Servicer which notice must be delivered before the Ground Lessor may terminate the Ground Lease, or the Ground Lease or the Estoppel provides that notice of termination given under the Ground Lease is assignable to not effective against the holder Indenture Trustee unless a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is has been delivered to the extent required Indenture Trustee and Servicer in accordance with the manner described in the Ground Lease. (i) Except as set forth on Schedule 6.25(i), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee Indenture Trustee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which that is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate default. (j) Except as set forth on Schedule 6.25(j), the Ground Lease;Lease has a term (including all available extensions) that extends not less than ten (10) years beyond the Anticipated Repayment Date. (ik) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and. (l) Provided that the Mortgagee cures any defaults which are susceptible to being curedExcept as set forth on Schedule 6.25 (l), the ground lessor Asset Entity’s interest in the Ground Lease is assignable to the Indenture Trustee upon notice to, but without the consent of, the Ground Lessor (or, if any such consent is required, it has agreed been obtained prior to the Closing Date) or, except to the extent same is not reasonably likely to have a Material Adverse Effect, in the event that it is so assigned, it is further assignable by the Indenture Trustee and its successors and assigns upon notice to, but without a need to obtain the consent of, the Ground Lessor. (m) Except as set forth on Schedule 6.25(m), the Ground Lease (or the applicable Estoppel) requires the Ground Lessor to enter into a new lease with the Mortgagee Indenture Trustee upon termination of the Ground Lease for any reason, including following rejection of the Ground Lease in a bankruptcy proceedingproceeding under the Bankruptcy Code, provided that the Indenture Trustee cures any defaults that are susceptible to being cured by the Indenture Trustee.

Ground Leases. For purposes (i) The Ground Leases contain the entire agreement of the Ground Lessor and the applicable Loan Party pertaining to the applicable Borrowing Base Asset that is subject to a Ground Lease and satisfy the requirements of this Exhibit B, Agreement to be a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term . The Loan Parties have no estate, right, title or terms of years its entire interest in the land or to any Borrowing Base Asset subject to a Ground Lease except under and buildings and other improvements, if any, comprising the premises demised under such lease pursuant to the ground lessee applicable Ground Leases. The Loan Parties have delivered a true and correct copy of the Ground Leases (who maytogether with all modification and/or assignment documents) to the Administrative Agent and the Ground Leases have not otherwise been modified, in certain circumstancesamended or assigned. (ii) To the knowledge of each Loan Party, own the building and improvements on applicable Ground Lessor is the land)exclusive fee simple owner of its Borrowing Base Asset, subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in partLease, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of subject only to the Ground Lease and any estoppel or other agreement received from the ground lessor Liens described in favor clauses (a), (b), (d) (e), (h) and (i) of the Sellerdefinition of Permitted Liens, its successors and assigns, the Seller represents and warrants that: (a) The applicable Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that Lessor is acceptable for recording the sole owner of the lessor’s interest in the applicable jurisdiction. The Ground Lease. (iii) There are no rights to terminate a Ground Lease or an estoppel other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lesseereasons, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change each case as expressly set forth in the terms of the applicable Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;Lease. (biv) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Each Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give and, to the Mortgagee written notice knowledge of any defaulteach Loan Party, and provides that no notice of breach or default or termination is effective against event that with the Mortgagee unless such giving of notice is given to the Mortgagee; (h) The Mortgagee is permitted or passage of time would constitute a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any breach or default under the applicable Ground Lease which is curable (a “Ground Lease Default”) exists on the part of the Loan Parties or on the part of the Ground Lessor under a Ground Lease. All base rent and additional rent due and payable under a Ground Lease has been paid through the date hereof and the Loan Parties are not required to pay any deferred or accrued rent after the Mortgagee’s receipt date hereof under a Ground Lease. The Loan Parties have not received any written notice that a Ground Lease Default has occurred or exists (except for matters which have been previously disclosed to Administrative Agent and resolved to the mutual satisfaction of notice of any default before the lessor may terminate parties to the Ground Lease; (i) The Ground Lease does not impose or any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under third party alleges the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable same to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingexist.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXA) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured each Ground Lease encumbered by a leasehold estate under a Deed of Trust: (i) The Ground Lease in whole or in part, contains the entire agreement of the Ground Lessor and the related Mortgage does not also encumber applicable Borrower pertaining to the related lessor’s fee Ground Leased Property covered thereby. The Borrowers have no estate, right, title or interest in such Mortgaged Property, based upon or to the terms Ground Leased Property except under and pursuant to the Ground Lease. The Borrowers have delivered a true and correct copy of the Ground Lease to Lender and any estoppel the Ground Lease has not been modified, amended or assigned except as set forth therein. (ii) The Ground Lessor is the exclusive fee simple owner of its Ground Leased Property. (iii) There are no rights to terminate the Ground Lease other than the Ground Lessor's right to terminate by reason of default, casualty, condemnation or other agreement reasons, in each case as expressly set forth in the applicable Ground Lease. (iv) The Ground Lease is in full force and effect, and no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the Ground Lease (a "GROUND LEASE DEFAULT") exists on the part of the Borrowers or, to the Borrowers' Knowledge, on the part of the Ground Lessor under the Ground Lease. The Borrowers have not received from any written notice that a Ground Lease Default exists, or that the ground lessor Ground Lessor or any third party alleges the same to exist. (v) The applicable Borrower is the exclusive owner of the lessee's interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the Seller, its successors and assignsother Loan Documents. (vi) Except with respect to Ground Leased Properties located in the State of Maryland, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such thereof has been recorded and the Ground Lease has been duly recorded (or submitted for recordation in a form that is acceptable for recording in separate agreement with respect thereto (the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor "ESTOPPEL")) permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use Deed of the related Mortgaged Property by such lesseeTrust and, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change with respect to Ground Leased Properties located in the terms State of Maryland, the Ground Lease had occurred since or a Memorandum thereof has been recorded to the origination extent necessary to record the applicable Deed of Trust and to the Mortgage Loan, except as reflected in any written instruments which are included in extent the related Mortgage File; (b) The lessor under failure to have such Ground Lease has agreed in a writing included or Memorandum thereof recorded is reasonably likely, in the related Mortgage File aggregate, to have a Material Adverse Effect. (or vii) Except for the Permitted Encumbrances and as set forth on Schedule 4.25(A)(vii), the interests in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest Deed of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;Trust. (eviii) The Except as set forth on Schedule 4.25(A)(viii), the Ground Lease does not place commercially unreasonably restrictions on (or the identity applicable Estoppel) requires the Ground Lessor to give notice of any default by the Mortgagee and Borrowers to the Lender which such notice must be delivered before the Ground Lessor may terminate the Ground Lease, or the Ground Lease or the Estoppel provides that notice of termination given under the Ground Lease is assignable to not effective against the holder Lender unless a copy of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is has been delivered to the extent required Lender in accordance with the manner described in the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor;. (fix) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee Lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which that is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate default. (x) Except as set forth on Schedule 4.25(A)(x), the Ground Lease;Lease has a term that extends not less than 10 years beyond the Anticipated Repayment Date. (ixi) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;. (jxii) Under the terms of The Borrower's interest in the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable Lease is assignable to the ground lessee’s interest Trustee upon notice to, but without the consent of, the Ground Lessor (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either or, if any such consent is required, it has been obtained prior to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsClosing Date) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progressesor, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property except to the extent same is not applied reasonably likely to restorationhave a Material Adverse Effect, will be applied first in the event that it is so assigned, it is further assignable by the Trustee and its successors and assigns upon notice to, but without a need to obtain the payment of consent of, the outstanding principal balance of the Mortgage Loan, together with any accrued interest; andGround Lessor. (lxiii) Provided that The Ground Lease requires the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed Ground Lessor to enter into a new lease with the Mortgagee Lender upon termination of the Ground Lease for any reason, including following rejection of the Ground Lease in a bankruptcy proceedingproceeding under the Bankruptcy Code, provided that the Lender cures any defaults that are susceptible to being cured by Lender, except to the extent that in any bankruptcy proceeding of any Borrower the failure to have any such new lease provision would not result in the rejection of Ground Leases that would have a Material Adverse Effect. (B) With respect to the Ground Leases constituting an Additional Pledged Property: (i) The Ground Lease contains the entire agreement of the Ground Lessor and the applicable Borrower pertaining to the Ground Leased Property covered thereby. The Borrowers have no estate, right, title or interest in or to the Ground Leased Property except under and pursuant to the Ground Leases. The Borrowers have delivered a true and correct copy of the Ground Lease to Lender and the Ground Lease has not been modified, amended or assigned except as set forth therein. (ii) To the Knowledge of the Borrowers, the Ground Lessor is the exclusive fee simple owner of its Ground Leased Property. (iii) There are no rights to terminate the Ground Lease other than the Ground Lessor's right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the Ground Lease. (iv) The Ground Lease is in full force and effect, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the Ground Lease (a "GROUND LEASE DEFAULT") exists on the part of the Borrowers or, to the Borrowers' Knowledge, on the part of the Ground Lessor under the Ground Lease. The Borrowers have not received any written notice that a Ground Lease Default exists, or that the Ground Lessor or any third party alleges the same to exist. (v) The applicable Borrower is the exclusive owner of the lessee's interest under and pursuant to the Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the other Loan Documents. (vi) The Ground Lease does not impose restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Selleroriginator, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation recording in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had has occurred since the origination of the applicable Mortgage Loan, except as reflected in any by a written instruments instrument which are has been included in the related Mortgage File;Due Diligence Package. (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage Purchased Asset File (or in such Ground Lease) that the Ground Lease may not be amended or amended, modified, or canceled cancelled or terminated by agreement of lessor and lessee, lessee without the prior written consent of the Mortgagee;lender, and no such consent has been granted since the origination of the Mortgage Loan, except as reflected in any written instruments included in the related Purchased Asset File. (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgageemortgagee) that extends not less than 20 twenty (20) years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);. (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B(i) The Ground Leases have been duly executed by, a “and are in full force and effect as between the parties thereto. (ii) Borrower is not in default under any Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvementsLease and, if any, comprising the premises demised under such lease to the ground lessee best of Borrower's knowledge, there are no defaults by any other party thereunder. (who may, in certain circumstances, own iii) The Borrower and the building General Partner further represent and improvements on the land), subject warrant that (i) a true and complete copy of each Ground Lease and all amendments and supplements thereto has been delivered to the reversionary interest Lender, (ii) no such Ground Lease has been supplemented or modified in any way except as set forth in Schedule 3.5A ------------- attached hereto, and each Ground Lease constitutes the entire agreement with the landlord thereunder such that there are no understandings, representations, warranties or promises not fully set forth therein, (iii) to the best of its knowledge, there is no existing default or event which with the passage of time and/or the giving of notice would constitute a default under any of the ground lessor as fee owner Ground Leases by any party thereto, (iv) the continuation, validity and does enforceability of the Ground Leases will not include industrial development agency be affected by the transactions contemplated by this Agreement or the other Loan Documents, (XXXv) or similar leases for purposes of conferring a tax abatement or other benefit. With respect each such Ground Lease is either superior to any Mortgage Loan where mortgage encumbering the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon Hotel or there is an existing and effective nondisturbance agreement in place with any holder of such fee mortgage that would have the terms effect of the causing such Ground Lease to remain superior to such fee mortgage upon its foreclosure, and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns(vi) except as set forth on Schedule 3.5B, the Seller represents and warrants that:------------- landlord under such Ground Lease has no right or option to purchase the tenant's leasehold estate or to purchase any leasehold mortgagee's interest in such Hotel. (aiv) The Each Ground Lease or a memorandum regarding such Ground Lease thereof has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The recorded. (v) Each Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the Borrower as lessee thereunder to be encumbered by the related Mortgage and does not restrict Mortgage. (vi) The Borrower's interest in each Ground Lease may be subjected to a leasehold mortgage. (vii) Except as set forth in Schedule 3.5C, each Ground Lease ------------- requires the use lessor thereunder to give notice of any default by the related Mortgaged Property by such Borrower, as lessee, its successors or assigns in a manner that would materially adversely affect to the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in mortgagee under any written instruments which are included in the related Mortgage File; (b) The lessor under leasehold mortgage relating to such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, including the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted mortgagee a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedingsBorrower thereunder) to cure any default under the such Ground Lease which that is curable after the Mortgagee’s receipt of notice of any default such default, before the lessor thereunder may terminate the such Ground Lease;. (iviii) The term of each Ground Lease does (including all renewal options of the Borrower, as lessee) extends to a date not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;earlier than April 10, 2022. (jix) Under Except as set forth in Schedule 3.5D, each Ground Lease ------------- permits the terms of the Ground LeaseBorrower, an estoppel or other agreement received from the ground lessor and the related Mortgage as lessee, to apply all Insurance Proceeds either (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (iA) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of Property, and the threshold amount specified in the related Mortgage Loan documents) the Mortgagee Lender, or a trustee appointed by it having the right its designee, to hold and disburse such proceeds Insurance Proceeds as the repair or restoration progresses, or (B) to the payment of the outstanding principal balance prepayment or defeasance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingNote.

Ground Leases. For purposes of this Exhibit B, a “(i) Borrower is authorized to assign its interest in any condemnation award which Borrower is entitled to receive pursuant to the Ground Lease” shall mean a lease creating a leasehold estate in real property where . (ii) Borrower has the fee owner as the ground lessor conveys for a term right to sublease or terms of years its entire interest in the land and buildings and other improvementsotherwise encumber, if anywithout restriction, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest all or any part of the ground lessor as fee owner Leasehold Premises and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns leasehold estate created thereby without the consent of the lessor thereunder Ground Lessor. (provided that proper notice is delivered to the extent required in accordance with iii) if any default by Borrower shall occur under the Ground Lease), Lender is entitled under the Ground Lease to receive notice of such default contemporaneously with any notice of default which is given to Borrower from Ground Lessor and an additional opportunity to cure any such default which is susceptible of cure by Lender, which in the event it is so assignedcase of any non-monetary default susceptible of cure by Lender, it is further assignable by includes the holder right of Lender or its designee to acquire possession of the Mortgage Loan Leasehold Premises by means of foreclosure of this Security Instrument or by other means and its successors and assigns without to become the consent of (but with prior notice to) lessee under the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there So long as Lender has agreed to effectuate a cure and is no material proceeding to cure any such non-monetary default under such Ground Lease within applicable notice and grace periods and no condition thatmonetary default remains uncured beyond any applicable notice and grace periods to which Borrower and Lender are entitled, but for Ground Lessor may not terminate the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Lease. (iv) The Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease and has not been modified or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice supplemented. Other than in connection with an event of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (includingthereunder, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedingscannot be cancelled solely by Ground Lessor and requires Borrower’s consent for all modifications. (v) All rents (including additional rents and other charges) reserved for in the Ground Lease and payable prior to cure the date hereof have been paid. (vi) No party to the Ground Lease is in default of any obligation such party has thereunder and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute such a default thereunder. (vii) No notice or other written or oral communication has been provided to any party under the Ground Lease which alleges that, as of the date hereof, either a default exists or with the passage of time will exist under the provisions of such Ground Lease. (viii) If there shall be a Taking of the fee title to the Leasehold Premises, subject to amounts which are applied to restoration, Borrower is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate entitled under the Ground Lease to receive such portion of the award for such Taking as equals the value of Borrower’s estate under the Ground Lease and improvements made by Borrower. If there shall be a casualty under a Ground Lease;, either there is an obligation to use insurance proceeds for a full restoration or Borrower is entitled to receive such portion of such proceeds as equals the value of the Improvements. (iix) The Ground Lease does not impose any restrictions on subletting that would may be viewed as commercially unreasonable by a prudent commercial mortgage lender;assigned from time to time without the consent of Ground Lessor. (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lx) Provided that the Mortgagee cures no monetary default remains uncured beyond any defaults applicable notice and grace periods to which Borrower and Lender are susceptible to being curedentitled, the ground lessor has agreed Ground Lease may not be terminated by Ground Lessor by reason of any default by Borrower which is not susceptible of cure by Lender. (xi) If the Ground Lease is terminated by reason of a default by Borrower, Lender or its designee is entitled under the Ground Lease to enter into a new lease (the “New Lease”) with Ground Lessor for the Mortgagee upon termination remainder of the term of the Ground Lease for any reasonupon the same base rent and additional rent and other terms, including rejection of covenants, conditions and agreements as are contained in the Ground Lease in a bankruptcy proceedingLease.

Ground Leases. For purposes (a) Borrower will cause each Individual Property Owner to comply in all material respects with the terms and conditions of this Exhibit Bthe Ground Leases (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Ground Leases). Borrower will not permit or cause any Individual Property Owner to do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, will impair or tend to impair the security of the Individual Property leased to such Individual Property Owner under any Ground Lease or will be grounds for declaring a forfeiture of any Ground Lease. (b) Borrower shall cause each Individual Property Owner to enforce the Ground Leases and will not terminate, modify, cancel, change, supplement, alter or amend any of the Ground Leases (except in connection with a buyout (a “Ground Lease” shall mean a lease creating a leasehold estate in real property where Lease Buyout”) of the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under title held by any Ground Lessor where such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), fee contemporaneously becomes subject to the reversionary interest Lien of the ground lessor as fee owner related Mortgage), or waive, excuse, condone or in any way release or discharge any Ground Lessor of or from any of the material covenants and does conditions to be performed or observed by the Ground Lessor under the applicable Ground Lease. Borrower hereby expressly covenants with Lender not include industrial development agency (XXX) to permit or similar leases for purposes cause any Individual Property Owner to cancel, surrender, amend, modify or alter in any way the terms of conferring a tax abatement or other benefitany Ground Lease. With respect Borrower hereby agrees to any cause each Individual Property Owner to assign to Xxxxx Fargo Mortgage Loan where Lender, as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of the related Mortgages, all of the rights, privileges and prerogatives of such Individual Property Owner, as tenant under the Ground Leases relating to the Xxxxx Fargo Mortgage Loan is secured by a Property, and not to surrender the leasehold estate under created by such Ground Leases or terminate, cancel, modify, change, supplement, alter or amend such Ground Leases, and any such surrender of the leasehold estate created by such Ground Leases or termination, cancellation, modification, change, supplement, alteration or amendment of such Ground Leases (except in connection with a Ground Lease Buyout) without the prior consent of Lender shall be void and of no force and effect. (c) Borrower will cause each Individual Property Owner to give Lender prompt (and in whole all events within two (2) Business Days) notice of (i) any written notice delivered by such Individual Property Owner alleging a default under any Ground Lease, (ii) the receipt by such Individual Property Owner of any written notice of default or alleging a default from any Ground Lessor or (iii) the occurrence of any event known to Borrower, Senior Mezzanine Borrower, Mortgage Loan Borrower or Maryland Owner that, with the passage of time or service of notice, or both, would constitute a default by the Individual Property Owner or Ground Lessor. Borrower will cause each Individual Property Owner to promptly (and in part, and the related Mortgage does not also encumber the related lessor’s fee interest all events within two (2) Business Days) furnish to Lender copies of all information furnished to any Ground Lessor in such Mortgaged Property, based upon accordance with the terms of the Ground Leases or the provisions of this Section 5.26. Borrower will deposit, or will cause each Individual Property Owner to deposit with Lender an exact copy of any written notice received or given by such Individual Property Owner in any way relating to or affecting any Ground Lease and any estoppel which may concern or other agreement received from affect the ground lessor in favor estate of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The related Ground Lessor or such Individual Property Owner thereunder in or under any Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from real estate thereby demised. (d) Borrower hereby agrees to cause each Individual Property Owner to grant Lender the ground lessor permits right, but not the interest obligation, to perform any obligations of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged such Individual Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in Owner under the terms of the any Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without subject to the prior written consent rights of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related any CIGNA Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or Lender with respect to a CIGNA Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); Ground Lease) during the existence of a Default (d) The Ground Lease either (i) provided such Default is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder ) or Event of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received Default or at any time after Lender receives written notice of material default under that such Individual Property Owner has defaulted or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material about to default under the terms of any such Ground Lease and Borrower hereby agrees to cause such Individual Property Owner to expressly authorize and appoint Lender its attorney-in-fact to perform, upon written notice to such Individual Property Owner, any obligations of such Individual Property Owner under the Seller’s knowledge, terms of any such Ground Lease is in the name of and upon behalf of such Individual Property Owner, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. All costs and expenses (including reasonable attorneys’ fees and expenses) so incurred by Lender, shall be treated as an advance secured by the Pledge Agreement, shall bear interest thereon at the Default Rate from the date of payment by Lender until paid in full force and effect as shall be paid by Borrower to Lender within five (5) days after demand. No performance by Lender of any obligations of Borrower shall constitute a waiver of any Event of Default arising by reason of Borrower’s failure to perform the same. If Lender shall make any payment or perform any act or take action in accordance with this Section 5.26, Lender will notify Borrower of the Closing Date;making of any such payment, the performance of any such act, or the taking of any such action promptly after taking such action. In any such event, subject to the rights of Ground Lessors specifically reserved under the Ground Leases and the rights of lessees, sublessees and other occupants under any Leases, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon any Individual Property at any time and from time to time for the purpose of taking any such action. (ge) The To the extent permitted by law, Borrower agrees that the price payable by Borrower or any other person or entity in the exercise of any right of redemption following foreclosure of an Individual Property subject to a Ground Lease or ancillary agreement between shall include all rents paid and other sums advanced by Lender (together with interest thereon at the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (hDefault Rate) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the as ground lessee under the Ground Lease through legal proceedingsLeases, on behalf of Borrower on account of each applicable Individual Property. (f) Unless Lender shall otherwise consent, Borrower shall cause each Individual Property Owner to cure any default exercise its rights under the Ground Lease which is curable after and applicable law to ensure that the Mortgagee’s receipt of notice of any default before fee title and the lessor may terminate the Ground Lease; (i) The leasehold estate in each Individual Property subject to a Ground Lease does shall not impose any restrictions on subletting that would merge but shall always be viewed as commercially unreasonable kept separate and distinct, notwithstanding the union of said estates either in Ground Lessor or in a Borrower, or in a third party, by purchase or otherwise except in a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, Lease Buyout in connection with which Xxxxx Fargo Individual Property Owner has delivered to Xxxxx Fargo Mortgage Loan Lender an estoppel or other agreement received from the ground lessor and amendment to the related Mortgage (taken together), any related insurance proceeds or spreading the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance lien of the Mortgage Loan, together with any accrued interest; (k) In over the case of a total or substantially total taking or loss, under fee interests and providing title insurance coverage related to the terms priority of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance lien of the Mortgage Loan, together with any accrued over such interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit BD, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXIDA) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes Borrower covenants, represents and warrants to Agent and each of this Exhibit B, the Lenders with respect to any ground lease of any of the Borrowing Base Assets (a “Qualified Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvementscollectively, “Qualified Ground Leases”), if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatfollows: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in Except as previously disclosed to Agent, to the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest best knowledge of the lessee to be encumbered by the related Mortgage Borrower, no default has occurred and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in is continuing under the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Qualified Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the no event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition occurred that, but for with the passage of time or giving service of notice, or both, would result in a material constitute an event of default under the terms of such any Qualified Ground Lease and to the Seller’s knowledge, such Lease. (b) Each Qualified Ground Lease is in full force and effect as effect. (c) All rents, additional rents, percentage rents and all other charges due and payable under each Qualified Ground Lease have been fully paid. (d) Subject to the Permitted Encumbrances, Borrower is the owner of the Closing Date;entire lessee’s interest in and under each Qualified Ground Lease and has the right and authority under each Qualified Ground Lease to execute this Agreement and other related Loan Documents. (e) Borrower shall, at its sole cost and expense, promptly and timely perform and observe, or cause the applicable Tenant under a Qualified Ground Lease to promptly and timely perform and observe, all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under each Qualified Ground Lease (including the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Qualified Ground Lease). (f) Borrower shall notify Agent promptly in writing after any Obligor receives notice of the occurrence of any material default by the lessor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a material default by the lessor under any Qualified Ground Lease, and the receipt by Borrower of any notice (written or otherwise) from the lessor under any Qualified Ground Lease noting or claiming the occurrence of any default by any Obligor under any Qualified Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by any Obligor under any Qualified Ground Lease. Borrower shall promptly deliver to Agent a copy of any such written notice of default. (g) The Borrower shall promptly, after obtaining knowledge of such filing notify Agent orally of any filing, by or against any lessor under a Qualified Ground Lease or ancillary agreement between of a petition under the lessor and the lessee requires the lessor to Bankruptcy Code. Borrower shall thereafter promptly give to the Mortgagee written notice of such filing to Agent, setting forth any defaultinformation available to Borrower as of the date of such filing, the court in which such petition was filed, and provides that no notice of default or termination is effective against the Mortgagee unless relief sought in such notice is given filing. Borrower shall promptly deliver to the Mortgagee;Agent any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (h) The Mortgagee is permitted Upon the request of Agent or any Lender, Borrower shall deposit with Agent a reasonable opportunity (including, where necessary, sufficient time to gain possession copy of the interest of the lessee under the each fully executed Qualified Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed certified by Borrower as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor true and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingcorrect.

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXXA) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where each Ground Lease (or, with respect to the Mortgage Loan is secured AT&T Sites, the AT&T Sublease between AT&T and the applicable Borrower) encumbered by a leasehold estate under a Deed of Trust: (i) The Ground Lease in whole and any easements appurtenant or in part, related thereto contain the entire agreement of the Ground Lessor and the related Mortgage does not also encumber applicable Borrower pertaining to the related lessor’s fee Ground Lease Site covered thereby. The Borrowers have no estate, right, title or interest in such Mortgaged Property, based upon or to the terms of Ground Lease Site except under and pursuant to the Ground Lease and any estoppel easements appurtenant or related thereto. The Ground Lease has not been modified, amended or assigned except as set forth therein or in the applicable Estoppel. (ii) There are no rights of Ground Lessor to terminate the Ground Lease other than the Ground Lessor’s right to terminate by reason of default, casualty, condemnation or other agreement reasons, in each case as expressly set forth in the applicable Ground Lease or as provided by applicable law. (iii) The Ground Lease is in full force and effect, and no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the Ground Lease (a “Ground Lease Default”) exists on the part of the Borrowers or, to the Borrowers’ Knowledge, on the part of the Ground Lessor under the Ground Lease, except to the extent such Ground Lease Default would not be reasonably likely to have a Material Adverse Effect. The Borrowers have not received from any written notice that a Ground Lease Default exists, or that the ground lessor Ground Lessor or any third party alleges the same to exist that would, in either case, be reasonably likely to have a Material Adverse Effect. (iv) The applicable Borrower is the exclusive owner of the lessee’s interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the Seller, its successors and assignsother Loan Documents. (v) With respect to the Mortgaged Sites, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such thereof or other instrument sufficient to permit recording of a deed of trust or similar security instrument has been or within 60 days after Closing will be submitted for recording and the Ground Lease has been duly recorded (or submitted for recordation in a form that is acceptable for recording in separate agreement with respect thereto (the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor “Estoppel”)) permits the interest of the lessee thereunder to be encumbered by the related Mortgage and does not restrict Deed of Trust. (vi) Except for the use of Permitted Encumbrances, the related Mortgaged Property by such lessee, its successors or assigns applicable Borrower’s interests in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest Deed of the ground lessor and the Permitted Encumbrances or (ii) is subject to Trust unless a subordination, non-disturbance and attornment agreement to which has been obtained from the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;applicable holder of such lien or encumbrance. (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (ivii) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

Ground Leases. For purposes of this Exhibit B, a “(a) With respect to each Ground Lease” , each Ground Lessee shall mean (i) pay all rents, additional rents and other sums required to be paid by such Ground Lessee, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of such Ground Lessee, as tenant thereunder, (iii) promptly notify Administrative Agent of the giving of any notice by the landlord under the applicable Ground Lease to any Ground Lessee of any default by any Ground Lessee, as tenant thereunder, and deliver to Administrative Agent a lease creating true copy of each such notice within five (5) days of receipt and (iv) promptly notify Administrative Agent of any bankruptcy, reorganization or insolvency of the landlord under the applicable Ground Lease or of any notice thereof, and deliver to Administrative Agent a true copy of such notice within five (5) days of such Ground Lessee’s receipt. No Ground Lessee shall, without the prior consent of Administrative Agent and the Required Lenders, surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter, amend or waive any term of any Ground Lease, either orally or in real property where writing;provided that only the fee owner as consent of the ground lessor conveys Administrative Agent shall be required for any amendment to a Ground Lease which only extends the term of such Ground Lease and increases the annual rent payable thereunder by 5% or terms of years its entire interest less. If any Ground Lessee shall default in the land performance or observance of any term, covenant or condition of any Ground Lease on the part of such Ground Lessee, as tenant thereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and buildings to perform any act or take any action as may be appropriate to cause all of the terms, covenants and other improvementsconditions of such Ground Lease on the part of such Ground Lessee to be performed or observed on behalf of such Ground Lessee, to the end that the rights of such Ground Lessee in, to and under such Ground Lease shall be kept unimpaired and free from default. If the landlord under the applicable Ground Lease shall deliver to Administrative Agent a copy of any notice of default under such Ground Lease, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. Each Ground Lessee shall exercise its option, if any, comprising to extend or renew the premises demised under such lease term of each Ground Lease upon demand by Administrative Agent made at any time within one (1) year prior to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to last day upon which any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, option may be exercised, and will each Ground Lessee hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of such Ground Lessee, which power of attorney shall be enforceableirrevocable and shall be deemed to be coupled with an interest. (b) Notwithstanding anything contained in any Ground Lease to the contrary and except for Operating Leases, by either Mortgagor no Ground Lessee or the Mortgagee) that extends not less than 20 years beyond the stated maturity Philadelphia Affiliate Ground Lessor shall further sublet any portion of the related Mortgage LoanCollateral Property (other than as permitted A/72912756.15 pursuant to Section 7.16) without prior written consent of Administrative Agent and the Required Lenders. To the extent that consent or approval of Required Lenders or Administrative Agent is required under this Section 7.23, any such proposed modification, change, supplement, alteration or amendment, or 10 years past proposed sublease submitted to Administrative Agent and Lenders for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent and Lenders a written request for such approval marked in bold lettering with the stated maturity if following language: “ADMINISTRATIVE AGENT AND REQUIRED LENDERS’ RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”, and (ii) Administrative Agent and Required Lenders shall have failed to notify Borrowers of approval or disapproval within such Mortgage Loan fully amortizes fifteen (15) Business Days following Administrative Agent’s and the Lenders’ receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment, or sublease and any and all other information and documentation relating thereto reasonably required by Administrative Agent or the Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved any modification, change, supplement, alteration or amendment or sublease that may have a Material Adverse Effect. Upon a Borrower’s request, Administrative Agent and each of the disapproving Lenders shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.23. (c) In the event of any default by any Ground Lessee in the performance of any of its obligations under any Ground Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the stated maturity lessee thereunder, then, in the case of a default in the payment of any monetary obligation, Administrative Agent may, at its option and without notice, make payment to cure such default, or, in the case of a default in the performance of any non-monetary obligation, Administrative Agent may, at its option, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Ground Lessee thereunder in the name of and on behalf of the Ground Lessee. Owner shall, on demand, reimburse Agent for all advances made and expenses incurred by Administrative Agent in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Default Rate from the date that an advance is made or with respect expense is incurred, to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);and including the date the same is paid. (d) The Notwithstanding anything to the contrary contained herein with respect to any Ground Lease either Lease: (i) is not subject The Lien of the Mortgages attach to all of the Ground Lessees’ rights and remedies at any liens time arising under or encumbrances superior topursuant to subsection 365(h) of the Bankruptcy Code, or including, without limitation, all of equal priority withthe Ground Lessees’ rights, the Mortgageas debtor, except for to remain in possession of the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) Collateral Property which is subject to a subordinationGround Lease; A/72912756.15 (ii) No Ground Lessee shall, non-disturbance without Administrative Agent’s written consent, elect to treat a Ground Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Administrative Agent’s prior written consent shall be void; (iii) As security for the Obligations, each Ground Lessee unconditionally assigns, transfers and attornment agreement sets over to which Administrative Agent for the Mortgagee on benefit of the lessorLenders all of such Ground Lessee’s fee interest claims and rights to the payment of damages arising from any rejection by any Ground Lessor under the Bankruptcy Code. Administrative Agent and Owner shall proceed jointly or in the Mortgaged name of Owner in respect of any claim, suit, action or proceeding relating to the rejection of a Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of a Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Obligations shall have been satisfied and discharged in full. Any amounts received by Administrative Agent or Owner as damages arising out of the rejection of a Ground Lease as aforesaid shall be applied to all costs and expenses of Administrative Agent (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions hereof; (iv) If pursuant to subsection 365(h) of the Bankruptcy Code, any Ground Lessee seeks to offset, against the rent reserved in a Ground Lease, the amount of any damages caused by the nonperformance by the applicable Ground Lessor of any of its obligations thereunder after the rejection by such Ground Lessor under the Bankruptcy Code, then Owner shall not effect any offset of the amounts so objected to by Administrative Agent. If Administrative Agent has failed to object as aforesaid within ten (10) days after notice from such Ground Lessee in accordance with the first sentence of this subsection, such Ground Lessee may proceed to offset the amounts set forth in such Ground Lessee’ notice to Administrative Agent; (v) In any action, proceeding, motion or notice shall be commenced or filed in respect of any Ground Lessor of all or any part any Collateral Property is subject;subject to a Ground Lease in connection with any case under the Bankruptcy Code, Administrative Agent and Owner shall cooperatively conduct and control any such litigation with counsel agreed upon between Owner and Administrative Agent in connection with such litigation. Borrowers shall, upon demand, pay to Administrative Agent all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Administrative Agent or any Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the applicable Mortgage; and A/72912756.15 (vi) Owner shall promptly, after obtaining knowledge of such filing, notify Administrative Agent orally of any filing by or against a Ground Lessor of a petition under the Bankruptcy Code. Owner shall thereafter promptly give written notice of such filing to Administrative Agent and the Lenders, setting forth any information available to Owner as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Owner shall promptly deliver to Administrative Agent any and all notices, summons, pleadings, applications and other documents received by Administrative Agent in connection with any such petition and any proceedings relating to such petition. (e) The Each of Philadelphia Affiliate Ground Lessor and Owner acknowledge and confirm that, with respect to the Philadelphia Affiliate Ground Lease: (i) the Mortgage covering such Ground Lease does not place commercially unreasonably restrictions on Property is and shall be deemed to be a “Leasehold Mortgage” as set forth in the identity of the Mortgagee and the Philadelphia Affiliate Ground Lease is assignable to the holder of the Mortgage Loan and for all purposes thereunder; (ii) Administrative Agent, as mortgagee, grantee or beneficiary, as applicable, thereunder, together with its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease)such capacity, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessorshall constitute a “Leasehold Mortgagee” thereunder; (fiii) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under Mortgages covering such Ground Lease Property shall be entitled to all the rights, benefits and no condition that, but for the passage privileges of time or giving of notice, would result in a material default “Leasehold Mortgage” under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (h) The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Philadelphia Affiliate Ground Lease; (iiv) The Ground Lease does not impose any restrictions on subletting that would Administrative Agent shall be viewed as commercially unreasonable by entitled to all the rights, benefit and privileges of a prudent commercial mortgage lender; (j) Under “Leasehold Mortgagee” under the terms of the such Philadelphia Affiliate Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lv) Provided that the Mortgagee cures any defaults which are susceptible to being cured, notice for address for the ground lessor has agreed to enter into a new lease with “Leasehold Mortgagee” under the Mortgagee upon termination of the Philadelphia Affiliate Ground Lease for any reason, including rejection shall be the address of the Ground Lease Administrative Agent as set forth in a bankruptcy proceedingthis Agreement.

Ground Leases. For purposes of this Exhibit Bparagraph, a “Ground Leaseground lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Mortgage on a ground leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease ground lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) a. The Ground Lease ground lease or a memorandum regarding such Ground Lease ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially and adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease ground lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage Loan File; (b) b. The lessor under such Ground Lease ground lease has agreed in a writing included in the related Mortgage Loan File (or in such Ground Leaseground lease) that the Ground Lease ground lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgageeagent or lender (unless in connection with an amendment to correct typographical errors or are otherwise de-minis in nature) and that any such action without such consent is not binding on the agent or lender, its successors or assigns; (c) c. The Ground Lease ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor borrower or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) d. The Ground Lease either (i) ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subjectLiens; (e) e. The Ground Lease ground lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required (if required) in accordance with the Ground Leasesuch ground lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) f. The Seller has not received any written notice of material default under or notice of termination of such Ground Leaseground lease. To the Seller’s knowledge, there is no material default under such Ground Lease ground lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease ground lease and to the Seller’s knowledge, such Ground Lease ground lease is in full force and effect as of the Closing Dateeffect; (g) g. The Ground Lease ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee agent or lender written notice of any material default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgageeagent or lender; (h) h. The Mortgagee agent or lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease ground lease through legal proceedings) to cure any default under the Ground Lease ground lease which is curable after the Mortgageeagent’s or lender’s receipt of notice of any default before the lessor may terminate the Ground Leaseground lease; (i) i. The Ground Lease ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial residential mortgage lender; (j) j. Under the terms of the Ground Leaseground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documentsDocuments) the Mortgagee agent, lender or a trustee duly appointed by it having the right to hold and disburse such proceeds if in excess of [***]% of the principal amount of the related Mortgage Loans as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under k. Under the terms of the Ground Lease, an estoppel or other agreement ground lease and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of all or substantially all of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) l. Provided that the Mortgagee agent or lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee agent or lender upon termination of the Ground Lease ground lease for any reason, including rejection of the Ground Lease ground lease in a bankruptcy proceeding.

Ground Leases. For purposes (a) Borrower shall: (i) pay all rents, additional rents and other sums required to be paid by the applicable Individual Borrowers, as tenant under and pursuant to the provisions of this Exhibit Bthe Ground Leases, a “as and when such rent or other charge is payable, subject to applicable grace periods afforded Borrower under the Ground Lease (but not, for the avoidance of doubt, any additional grace notice, or cure periods afforded Lender under the Ground Lease or otherwise) and to Borrower’s right to contest (if expressly permitted under the Ground Lease and then in strict accordance with the terms of such Ground Lease” ) the amount claimed by Lessor to be due; (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Leases on the part of the applicable Individual Borrowers, as tenant thereunder, to be performed and observed, at least three (3) days prior to the expiration of any applicable grace period therein provided; and (iii) promptly notify Lender of the giving of any written notice by the lessor under the Ground Leases to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Leases on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice. (b) Borrower shall mean a lease creating a not, without the prior consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion), surrender or cause or permit the surrender of the leasehold estate created by any of the Ground Leases or terminate or cancel the Ground Leases or modify, change, supplement, alter or amend the Ground Leases, in real property where any material respect, either orally or in writing, and Borrower hereby assigns to Lender, as further security for the fee owner payment and performance of the Obligations and for the performance and observance of the terms, covenants and conditions of the Mortgage, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of the applicable Individual Borrowers, as tenants under the Ground Leases, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect. (c) If any Individual Borrower shall default in the performance or observance of any material term, covenant or condition of any Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be necessary or appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of such Individual Borrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of such Individual Borrower, to the end that the rights of such Individual Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, provided Lender shall not have received any notice of default from the ground lessor conveys for a term and no Event of Default shall have occurred and be continuing, Lender will if practicable provide reasonable advance notice, not to exceed five (5) days, to Borrower prior to, and if not practicable then subsequent to, the making of any such payment, the performance of any such act or terms the taking of years its entire interest in any such action. In any such event, subject to the land and buildings rights of tenants, subtenants and other improvementsoccupants under the Leases or of parties to any Operations Agreement, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon any Individual Property at any reasonable time, on reasonable notice and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Leases. Borrower hereby agrees to pay to Lender within five (5) days after demand, all such sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (d) If any lessor under a Ground Lease shall deliver to Lender a copy of any notice of default sent by said lessor to an Individual Borrower, as tenant under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, comprising to extend or renew the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms term of the Ground Lease and Leases upon demand by Lender made at any estoppel or other agreement received from time within one (1) year prior to the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants that: (a) The Ground Lease or a memorandum regarding last day upon which any such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of the applicable Individual Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower will be enforceablenot subordinate or consent to the subordination of the Ground Leases to any mortgage, by either Mortgagor security deed, lease or other interest on or in the Mortgageelandlord’s interest in all or any part of any Individual Property, unless, in each such case, the written consent of Lender shall have been first had and obtained. (e) that extends not less than 20 years beyond Notwithstanding anything to the stated maturity contrary contained in this Agreement with respect to each Ground Lease: (i) The lien of the related Mortgage Loanattaches to all of the applicable Individual Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the U.S. Bankruptcy Code, 11 U.S.C. Sections 101 et seq., including, without limitation, all of such Individual Borrower’s rights, as debtor, to remain in possession of the related Ground Lease Property. (ii) No Individual Borrower shall, without Lender’s written consent, elect to treat any Ground Lease as terminated under Subsection 365(h)(l) of the U.S. Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, each Individual Borrower unconditionally assigns, transfers and sets over to Lender all of its claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the U.S. Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of such Individual Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the U.S. Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or any Individual Borrower as damages arising out of the rejection of a Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, any Individual Borrower seeks to offset, against the rent reserved in any Ground Lease, the amount of any damages caused by the nonperformance by the applicable Ground Lessor of any of its obligations thereunder after the rejection by such Ground Lessor of such Ground Lease under the U.S. Bankruptcy Code, then such Individual Borrower shall not effect any offset of such amounts unless it shall have provided written notice to Lender of its intent to do so and Lender shall have consented thereto. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of any Ground Lease Property in connection with any case under the U.S. Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage. (vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender orally of any filing by or against the Ground Lessor under such Ground Lease of a petition under the U.S. Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (f) Borrower may exercise, or 10 years past cause or permit the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or exercise of, any Ground Lease Purchase Option with respect to any Ground Lease Property without Lender’s prior written consent; provided each of the following conditions is satisfied: (i) No Event of Default shall have occurred and be continuing; (ii) Lender shall receive not less than forty-five (45) days advance written notice of the related Individual Borrower’s intention to exercise such Ground Lease Purchase Option unless such Ground Lease sets forth a Mortgage Loan that accrues on shorter time period within which such Individual Borrower is required to respond in order to exercise such Ground Lease Purchase Option, in which case the advance notice period hereunder shall instead be such shorter time period; (iii) The related Individual Borrower shall comply with all of the terms and conditions of the related Ground Lease with respect to such Ground Lease Purchase Option; (iv) Fee title to the related Ground Lease Property shall be conveyed to the Individual Borrower who is the ground lessee under such Ground Lease pursuant a bona fide arms length transaction and for fair consideration and such acquisition shall not result in a merger of the fee and leasehold estates in such Ground Lease Property; (v) Borrower shall not incur any Indebtedness in order to finance the exercise of such Ground Lease Purchase Option; (vi) All third party consents or approvals required in order to acquire fee title to the Ground Lease Property, including without limitation, the consent of any Franchisor, shall have been obtained (satisfaction of this condition may be demonstrated by an actual 360 basis, substantially amortizesOfficer’s Certificate certifying to the foregoing); (dvii) The Simultaneously with the Individual Borrower’s acquisition of fee title to the Ground Lease either (i) is not subject Property, such Individual Borrower shall execute, acknowledge and deliver to any liens or encumbrances superior toLender an amendment and spreader agreement to the applicable Mortgage, or of equal priority withat Lender’s discretion, the a new Mortgage, except substantially in the same form as the existing Mortgage, together with such other documents as Lender may reasonably require for the related fee interest purpose of the ground lessor granting Lender a first priority, perfected lien on and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee security interest in the Mortgaged Individual Borrower’s fee simple estate in the Individual Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions and all related Gross Revenue, Accounts, Fixtures, Equipment and other personal property, on the identity of same terms and conditions as the Mortgagee Lien and the Ground Lease is assignable security interest granted to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of Lender on the Closing Date; (gviii) The Lender shall receive a new Title Insurance Policy (or an endorsement to the existing Title Policy) satisfactory to Lender insuring Lenders’ first priority, perfected Lien on and security interest in such Individual Borrower’s fee simple ownership of the related Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the MortgageeProperty; (hix) The Mortgagee is permitted a reasonable opportunity (includingorganizational documents of such Individual Borrower shall, where if necessary, sufficient time be modified to gain possession allow the Borrower to hold fee title to such Ground Lease Property; (x) If the Loan is included in a REMIC Trust and if required by Lender, Lender shall have received a REMIC Opinion with respect to the exercise of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender; (j) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interestPurchase Option; and (lxi) Provided that Lender and/or its Servicer shall be reimbursed for all costs and expenses, including legal fees, incurred in connection with the Mortgagee cures exercise of such Ground Lease Purchase Option; (g) Borrower shall not cause or permit the exercise of any defaults Ground Lease Purchase Option by or on behalf of any Affiliate of Borrower or any other Person over whom Borrower has control other than the Individual Borrower which are susceptible to being cured, is the ground lessor has agreed to enter into a new lease lessee under the related Ground Lease, and then only in compliance with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceedingpreceding Subsection (f).

Ground Leases. For purposes of this Exhibit B, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefit. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a each Ground Lease in whole or in partLease, and except to the related Mortgage does extent the effect of which is not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller represents and warrants thatreasonably likely to have a Material Adverse Effect: (a) The Ground Lease contains the entire agreement of the Ground Lessor and the applicable Issuer pertaining to the Ground Leased Tower Site covered thereby. The Issuers have no estate, right, title or interest in or to the Ground Leased Tower Site except under and pursuant to the Ground Lease. The Issuers have delivered, or shall deliver, a memorandum regarding such true and correct copy of the Ground Lease to the Indenture Trustee and the Ground Lease has not been duly recorded modified, amended or submitted for recordation assigned except as set forth therein. (b) The Issuers have obtained title insurance insuring the applicable Issuer’s leasehold interest in a form that is acceptable for recording each of the Ground Leases. (c) There are no rights to terminate the Ground Lease other than as expressly set forth in the applicable jurisdictionGround Lease. (d) The Ground Lease is in full force and effect, and no Ground Lease Default exists on the part of the Issuers or, to the Issuers’ Knowledge, on the part of the Ground Lessor under the Ground Lease. The Issuers have not received any written notice that a Ground Lease Default exists, or that the Ground Lessor or any third party alleges the same to exist. (e) The applicable Issuer is the exclusive owner of the lessee’s interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that shall terminate on or prior to the Closing Date), except in favor of the Indenture Trustee pursuant to this Indenture and the other Transaction Documents. (f) The Ground Lease or an estoppel a memorandum thereof or other agreement received from instrument sufficient to permit recording of a deed of trust or similar security instrument has been recorded and the ground lessor Ground Lease (or the applicable Estoppel) permits the interest of the lessee to be encumbered by encumbered. (g) Except for the related Mortgage and does not restrict Permitted Encumbrances, the use of the related Mortgaged Property by such lessee, its successors or assigns interests in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File; (b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee; (c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (d) The Ground Lease either (i) is not subject to any liens or encumbrances Liens superior to, or of equal priority with, the Mortgage, except for the related fee interest this Indenture or any Lien granted under any of the ground lessor and the Permitted Encumbrances or (ii) is subject to Transaction Documents unless a subordination, non-disturbance and attornment agreement to which has been obtained from the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (e) The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the applicable holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor; (f) The Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (g) The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;Lien. (h) The Mortgagee is permitted a reasonable opportunity (includingExcept as set forth on Schedule 6.25(h), where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings(or the applicable Estoppel) to cure any default under requires the Ground Lease which is curable after the Mortgagee’s receipt of Lessor to give notice of any default by the Issuers to the Indenture Trustee and Servicer which notice must be delivered before the lessor Ground Lessor may terminate the Ground Lease;, or the Ground Lease or the Estoppel provides that notice of termination given under the Ground Lease is not effective against the Indenture Trustee unless a copy of the notice has been delivered to the Indenture Trustee and Servicer in the manner described in the Ground Lease. (i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;. (j) Under Except as set forth on Schedule 6.25(j), the terms of Issuer’s interest in the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable Lease is assignable to the ground lessee’s interest Indenture Trustee upon notice to, but without the consent of, the Ground Lessor (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k) below) will be applied either or, if any such consent is required, it has been obtained prior to the repair or Closing Date) or, except to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified extent same is not reasonably likely to have a Material Adverse Effect, in the related Mortgage Loan documents) event that it is so assigned, it is further assignable by the Mortgagee or Indenture Trustee and its successors and assigns upon notice to, but without a trustee appointed by it having need to obtain the right to hold and disburse such proceeds as repair or restoration progressesconsent of, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;Ground Lessor. (k) In the case of a total or substantially total taking or lossExcept as set forth on Schedule 6.25(k), under the terms of the Ground Lease, an estoppel Lease (or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of applicable Estoppel) requires the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (l) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed Ground Lessor to enter into a new lease with the Mortgagee Indenture Trustee upon termination of the Ground Lease for any reason, including following rejection of the Ground Lease in a bankruptcy proceedingproceeding under the Bankruptcy Code; provided that the Indenture Trustee cures any defaults that are susceptible to being cured by the Indenture Trustee. (l) Except as set forth on Schedule 6.25(l), the Indenture Trustee is permitted to cure any default under the Ground Lease that is curable after the receipt of any notice of default.

Ground Leases. For purposes of this Exhibit BC, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other Exh. C-14 improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (XXX) or similar leases for purposes of conferring a tax abatement or other benefitowner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold Ground Leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assignsassigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that: (aA) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and does do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loanits recordation, except as reflected in by any written instruments which are included in the related Mortgage File; (bB) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground LeaseLease and Related Documents) that the Ground Lease may not be amended or amended, modified, or canceled or terminated by agreement of lessor and lessee, lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns, provided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease; (cC) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); (dD) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject to of a subordination, non-disturbance and or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; (eE) The Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonably unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that proper notice is delivered to the extent required in accordance with the such Ground LeaseLease has not been terminated and all Exh. C-15 amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (but with prior notice to) the lessoror, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid); (fF) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; (gG) The Ground Lease or ancillary agreement between the lessor and the lessee requires Related Documents require the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee; (hH) The A Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease; (iI) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent the Mortgage Loan Seller in connection with the origination of similar commercial mortgage lenderor multifamily loans intended for securitization; (jJ) Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause subpart (k) belowK)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; (kK) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement Lease and the related Mortgage (taken together)Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and (lL) Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee Exh. C-16 upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.