Common use of Rejection of the Ground Lease Clause in Contracts

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement and all the Lien, terms, covenants and conditions of the Security Agreement shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (i) Borrower hereby assigns to Lender Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iii) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder Ground Lessor for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder Ground Lessor pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) BorrowerOwner, immediately after obtaining notice thereof, shall give notice thereof to LenderAgent, (ii) BorrowerOwner, without the prior written consent of LenderAgent, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower Owner made without such consent shall be void and (iii) the this Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the Security Agreement shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing., (ib) Borrower Owner hereby assigns to Lender BorrowerAgent Owner’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Owner under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender Agent shall not exercise such right, and shall permit Borrower Owner to exercise such right with the prior written consent of LenderAgent, not to be unreasonably withheld or delayed, unless an a Credit Agreement Event of Default shall have occurred and be continuingexists. Further, if Borrower Owner shall desire to so reject the Ground Lease, at LenderAgent’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower Owner shall assign its interest in the Ground Lease to Lender Agent in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower Owner of written notice from Lender Agent of such request together with LenderAgent’s agreement to cure any existing defaults of Borrower Owner under the Ground Lease and to provide adequate assurance of future performance of BorrowerOwner’s obligations thereunder. (iic) Borrower Owner hereby assigns to Lender BorrowerAgent Owner’s right to seek an extension of the 60-day period within which Borrower Owner must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Owner under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender Agent shall not exercise such right, and shall permit Borrower Owner to exercise such right with the prior written consent of LenderAgent, not to be unreasonably withheld or delayed, unless an a Credit Agreement Event of Default shall have occurred and be continuingexists. Further, if Borrower Owner shall desire to so reject the Ground Lease, at LenderAgent’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower Owner shall assign its interest in the Ground Lease to Lender Agent in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower Owner of written notice from Lender Agent of such request together with LenderAgent’s agreement to cure any existing defaults of Borrower Owner under the Ground Lease and to provide adequate assurance of future performance of Borrowerthe applicable Owner’s obligations thereunder. (iiid) Borrower Owner hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property Personalty of Borrower Owner not removed from the Ground Lease Property Collateral by Borrower Owner as permitted or required by the Ground Lease, shall at the option of Lender Agent be deemed abandoned by BorrowerOwner, provided that Lender Agent may remove any such property Personalty required to be removed by Borrower Owner pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower Owner within five (5) days of receipt by Borrower Owner of an invoice for such removal costs and expenses.]

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in (a) In the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the any Bankruptcy Code or any other law affecting creditor’s rightsLaw, (i) Borrower, immediately promptly after obtaining notice thereof, shall give notice thereof to LenderAdministrative Agent, (ii) Borrowerno Borrower Party, without the prior written consent of LenderAdministrative Agent, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or lawBankruptcy Law, and any election by any Borrower Party made without such consent shall be void and (iii) the Security Agreement Mortgage and all the LienLiens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover Borrowerthe applicable Property Guarantor’s possessory rights under Section 365(h) of the Bankruptcy Code or any comparable Bankruptcy Law and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower each Property Guarantor hereby assigns irrevocably to LenderAdministrative Agent, Borrowersuch Property Guarantor’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable Bankruptcy Law and to offset rents Ground Rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the any Bankruptcy Code or any comparable federal or state statute or lawLaw, provided that Lender Administrative Agent shall not exercise such rights and shall permit Borrower or the applicable Property Guarantor to exercise such rights with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. (ib) Borrower Each Property Guarantor hereby assigns to Lender Borrower’s right to reject Administrative Agent, for the Ground Lease under Section 365 benefit of the Bankruptcy Code or any comparable federal or state statute or law with respect to any caseLenders, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender BorrowerProperty Guarantor’s right to seek an extension of the 60-day period within which Borrower such Property Guarantor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law Bankruptcy Law with respect to any case, proceeding or other action commenced by or against Borrower such Property Guarantor under the Bankruptcy Code or any comparable federal or state statute or lawBankruptcy Law, provided the Lender that Administrative Agent shall not exercise such right, and shall permit Borrower or the applicable Property Guarantor to exercise such right with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if Borrower such Property Guarantor shall desire to so reject the Ground Lease, at LenderAdministrative Agent’s request, to the extent not prohibited by the terms of the Ground Lease and applicable lawApplicable Law, Borrower such Property Guarantor shall assign its interest in the Ground Lease to Lender Administrative Agent in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender Administrative Agent of such request request, together with LenderAdministrative Agent’s agreement to cure any existing defaults of Borrower such Property Guarantor under the Ground Lease that are susceptible of cure by a third party and to provide adequate assurance of future performance of Borrowersuch Property Guarantor’s obligations thereunder. (iiic) Borrower Each Property Guarantor hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rightsBankruptcy Law, any property of Borrower such Property Guarantor not removed from the Ground Lease applicable Individual Property by Borrower such Property Guarantor as permitted or required by the Ground Lease, shall at the option of Lender Administrative Agent be deemed abandoned by Borrowersuch Property Guarantor, provided that Lender Administrative Agent may remove any such property required to be removed by Borrower such Property Guarantor pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days Business Days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder Ground Lessor for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder Ground Lessor pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the this Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the this Security Agreement Instrument shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Lender Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iic) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of the applicable Borrower’s obligations thereunder. (iiid) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property Personal Property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property Personal Property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses...

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the United States Bankruptcy Code Code, or any other law affecting creditor’s rights, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the Security Agreement Instrument shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms So long as any portion of the Ground Lease and applicable lawLoan remains unpaid, Borrower shall assign its interest in not reject or otherwise allow the Ground Lease to Lender in lieu be terminated whether under Section 365 of rejecting the Ground Lease as described aboveBankruptcy Code or other comparable federal or state statute or law or otherwise, upon receipt by Borrower without the prior written consent of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iic) Borrower hereby assigns to Lender Lender, Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law. (d) In the event Ground Lessor, provided the Lender shall not exercise such rightas debtor in possession, and shall permit Borrower or by a trustee for Ground Lessor, attempts to exercise such right with the prior written consent of Lender, not to be unreasonably withheld sell or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign transfer its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under Land and the Ground Lease Improvements free and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iii) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance clear of the Ground Lease pursuant to Section 363 (or any similar provision) of the Bankruptcy Code Code, Borrower shall not consent, acquiesce or fail to object to such attempted sale or transfer. Any such consent, acquiescence or failure to object made shall be null and void as to Lender. In any other event, Borrower hereby waives, for the benefit of Lender, its successors and assigns only, and not enforceable by anyone else, the provisions of Section 363 and Section 365 of the Bankruptcy Code, or of any statute or rule of law affecting creditor’s rights, now or hereafter in effect which gives or purports to give Borrower any property right to consent to or acquiesce in the sale or transfer of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by Lessor’s interest in the Land and the Improvements free and clear of the Ground Lease, shall at to acquiesce in the option termination of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days or to surrender possession of receipt by Borrower the Property in the event of an invoice for such removal costs and expensesthe bankruptcy, reorganization or insolvency of Ground Lessor or any other party.

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in (1) In the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately promptly after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement Mortgage and all the LienLiens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld withheld, conditioned or delayed, unless an Event of Default shall have occurred and be continuing. (i) Borrower hereby assigns to Lender Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii2) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iii3) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days Business Days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) this Agreement, the Security Agreement Deed of Trust, all other Loan Documents, and all the Lienliens, terms, covenants and conditions of the Security Agreement forgoing shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby irrevocably assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, (i) Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state law, and (ii) Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law, ; provided the that Lender shall not exercise such right, rights and shall permit Borrower to exercise such right rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the such Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iiic) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in (a) In the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately promptly after obtaining notice thereof, shall give notice thereof to LenderXxxxxxxxxxxxxx Xxxxx, (iixx) Borrower, without the prior written consent of LenderAdministrative Agent, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement Mortgage and all the LienLiens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to LenderAdministrative Agent, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents Ground Rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender Administrative Agent shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Borrower’s right to reject Administrative Agent for the Ground Lease under Section 365 benefit of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Lenders Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender that Administrative Agent shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at LenderAdministrative Agent’s request, to the extent not prohibited by the terms of the Ground Lease and applicable lawApplicable Law, Borrower shall assign its interest in the Ground Lease to Lender Administrative Agent in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender Administrative Agent of such request together with LenderAdministrative Agent’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iiic) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease applicable Individual Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender Administrative Agent be deemed abandoned by Borrower, provided that Lender Administrative Agent may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days Business Days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code Code, or any other law affecting creditor’s 's rights, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) this Security Instrument and the Other Security Agreement Documents and all the Lienliens, terms, covenants and conditions of this Security Instrument and the Other Security Agreement shall extend Documents hereby extends to and cover covers Borrower’s 's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s 's rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, Borrower’s 's right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s 's request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s 's agreement to cure any existing defaults of Borrower under such Ground Lease. (c) Borrower hereby assigns to lender, Borrower's right to seek an extension of the sixty (60) day period within which Borrower must accept or reject the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder.under (iiid) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s 's rights, any property of Borrower not removed from by the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the this Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the this Security Agreement Instrument shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord ground lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the such Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iic) Borrower hereby assigns to Lender Lender, Borrower’s right to seek an extension of the sixty (60-) day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iiid) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from by the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days Business Days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the any Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the United States Bankruptcy Code Code, or any other law affecting creditor’s rights, (i) Borrowerthe Mortgagor, immediately after obtaining notice thereof, shall give notice thereof to LenderMortgagee, (ii) BorrowerMortgagor, without the prior written consent of LenderMortgagee, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower Mortgagor made without such consent shall be void and (iii) the Security Agreement Mortgage and all the Lienliens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover BorrowerMortgagor’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower Mortgagor hereby assigns irrevocably to LenderMortgagee, BorrowerMortgagor’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower Mortgagor hereby assigns to Lender BorrowerMortgagee, Mortgagor’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Mortgagor under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender Mortgagee shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms So long as any portion of the Ground Lease and applicable lawLoan remains unpaid, Borrower Mortgagor shall assign its interest in not reject or otherwise allow the Ground Lease to Lender in lieu be terminated whether under Section 365 of rejecting the Ground Lease as described aboveBankruptcy Code or other comparable federal or state statute or law or otherwise, upon receipt by Borrower without the prior written consent of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderMortgagee. (iic) Borrower Mortgagor hereby assigns to Lender BorrowerMortgagee, Mortgagor’s right to seek an extension of the 60-day period within which Borrower Mortgagor must accept or reject the any Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Mortgagor under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iii) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code Code, or any other law affecting creditor’s creditors rights, subject to the provisions of the Loan Agreement, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof thereto to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) this Security Instrument and the Security Loan Agreement and all the Lienliens, terms, covenants and conditions of this Security Instrument and the Security Loan Agreement shall extend hereby extends to and cover covers Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In Subject to the provisions of the Loan Agreement, in addition, Borrower hereby assigns irrevocably to Lender, Lender Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) In the event Borrower files for bankruptcy, Borrower hereby assigns to Lender (i) Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, law and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if the foregoing assignment is not effective under applicable law and Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such the Ground Lease as described aboveLease, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iii) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement and all the Lien, terms, covenants and conditions of the Security Agreement shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (i) Borrower Mortgagor hereby assigns to Lender BorrowerMortgagee (a) Mortgagor’s right to reject the Ground Lease under Section 365 365(a) of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Mortgagor under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, law and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iib) Borrower hereby assigns to Lender BorrowerMortgagor’s right to seek an extension of the 60-day sixty (60)-day period within which Borrower Mortgagor must accept or reject the Ground Lease under Section 365 365(a) of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under law. Notwithstanding the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Furtherforegoing assignment, if Borrower Mortgagor shall desire to so reject the Ground Lease, at Lender’s requestthen Mortgagor shall give Mortgagee not less than twenty (20) days’ prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Ground Lease. Mortgagee shall have the right, but not the obligation, to the extent not prohibited by the terms of the Ground Lease serve upon Mortgagor within such twenty-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu Mortgagee pursuant to Section 365(a) of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement the Bankruptcy Code and (ii) Mortgagee covenants to cure any existing defaults of Borrower under the Ground Lease and to or provide adequate assurance of future performance of Borrower’s obligations thereunder. (iii) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by under the Ground Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required not seek to be removed by Borrower pursuant to reject the Ground Lease and all reasonable outshall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Mortgagee of the covenant provided for in clause (ii) of the preceding sentence. If Mortgagee fails to respond in writing within such twenty-of-pocket costs and expenses associated with such removal day period, Mortgagor shall be paid by Borrower within five free to reject the Ground Lease if Mortgagor’s notice was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TWENTY (520) days of receipt by Borrower of an invoice for such removal costs DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BY THE UNDERSIGNED IN FAVOR OF ADMINISTRATIVE AGENT” and expensesthe envelope containing the request was marked “PRIORITY”.

Rejection of the Ground Lease. If the Ground Lease is terminated by the landlord thereunder for any reason in a. In the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the any Bankruptcy Code or any other law affecting creditor’s rightsLaw, (i) BorrowerBorrowers, immediately promptly after obtaining notice thereof, shall give notice thereof to LenderAdministrative Agent, (ii) Borrowerno Borrower Party, without the prior written consent of LenderAdministrative Agent, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or lawBankruptcy Law, and any election by any Borrower Party made without such consent shall be void and (iii) the Security Agreement Mortgage and all the LienLiens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover the applicable Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code or any comparable Bankruptcy Law and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, each Borrower hereby assigns irrevocably to LenderAdministrative Agent, such Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable Bankruptcy Law and to offset rents Ground Rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the any Bankruptcy Code or any comparable federal or state statute or lawLaw, provided that Lender Administrative Agent shall not exercise such rights and shall permit the applicable Borrower to exercise such rights with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. (i) b. Each Borrower hereby assigns to Lender Borrower’s right to reject Administrative Agent, for the Ground Lease under Section 365 benefit of the Bankruptcy Code or any comparable federal or state statute or law with respect to any caseLenders, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s right to seek an extension of the 60-day 60‑day period within which such Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law Bankruptcy Law with respect to any case, proceeding or other action commenced by or against such Borrower under the Bankruptcy Code or any comparable federal or state statute or lawBankruptcy Law, provided the Lender that Administrative Agent shall not exercise such right, and shall permit the applicable Borrower to exercise such right with the prior written consent of LenderAdministrative Agent, not to be unreasonably withheld or delayedwithheld, unless an Event of Default shall have occurred and be continuing. Further, if such Borrower shall desire to so reject the Ground Lease, at LenderAdministrative Agent’s request, to the extent not prohibited by the terms of the Ground Lease and applicable lawApplicable Law, such Borrower shall assign its interest in the Ground Lease to Lender Administrative Agent in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower Borrowers of written notice from Lender Administrative Agent of such request request, together with LenderAdministrative Agent’s agreement to cure any existing defaults of such Borrower under the Ground Lease that are susceptible of cure by a third party and to provide adequate assurance of future performance of such Borrower’s obligations thereunder. (iii) c. Each Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rightsBankruptcy Law, any property of such Borrower not removed from the Ground Lease applicable Individual Property by such Borrower as permitted or required by the Ground Lease, shall at the option of Lender Administrative Agent be deemed abandoned by such Borrower, provided that Lender Administrative Agent may remove any such property required to be removed by such Borrower pursuant to the Ground Lease and all reasonable out-of-pocket out‑of‑pocket costs and expenses associated with such removal shall be paid by Borrower Borrowers within five (5) days Business Days of receipt by Borrower Borrowers of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder Ground Lessor for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder Ground Lessor pursuant to the Bankruptcy Code or any other law affecting creditor’s rightsCreditors Rights Law, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to LenderMortgagee, (ii) Borrower, without the prior written consent of LenderMortgagee, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the this Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the this Security Agreement Instrument shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Mortgagee Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender Mortgagee shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of LenderMortgagee, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Mortgagee Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender Mortgagee shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of LenderMortgagee, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at LenderMortgagee’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender Mortgagee of such request together with LenderMortgagee’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (iic) Borrower hereby assigns to Lender Mortgagee Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender Mortgagee shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of LenderMortgagee, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at LenderMortgagee’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender Mortgagee in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender Mortgagee of such request together with LenderMortgagee’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of the applicable Borrower’s obligations thereunder. (iiid) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property Personal Property of Borrower not removed from the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender Mortgagee be deemed abandoned by Borrower, provided that Lender Mortgagee may remove any such property Personal Property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code Code, or any other law affecting creditor’s rights, (i) Borrowerthe Grantor, immediately after obtaining notice thereof, shall give notice thereof thereto to LenderGrantee, (ii) BorrowerGrantor, without the prior written consent of LenderGrantee, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower Grantor made without such consent shall be void and (iii) this Security Instrument and the Security Loan Agreement and all the Lienliens, terms, covenants and conditions of this Security Instrument and the Security Loan Agreement shall extend hereby extends to and cover Borrowercovers Grantor’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower Grantor hereby assigns irrevocably to Lender, BorrowerGrantee Grantor’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower Grantor hereby assigns to Lender BorrowerGrantee (i) Grantor’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Grantor under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, law and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender BorrowerGrantor’s right to seek an extension of the 60-day one hundred (120)-day period within which Borrower Grantor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower Grantor under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower the foregoing assignment is not effective under applicable law and Grantor shall desire to so reject the Ground Lease, at LenderGrantee’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower Grantor shall assign its interest in the Ground Lease to Lender Grantee in lieu of rejecting such the Ground Lease as described aboveLease, upon receipt by Borrower Grantor of written notice from Lender Grantee of such request together with LenderGrantee’s agreement to cure any existing defaults of Borrower Grantor under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iiic) Borrower Grantor hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from by the Ground Lease Property by Borrower Grantor as permitted or required by the Ground Lease, shall at the option of Lender Grantee be deemed abandoned by BorrowerGrantor, provided that Lender Grantee may remove any such property required to be removed by Borrower Grantor pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower Grantor within five (5) days of receipt by Borrower Grantor of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (i) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code or any other law affecting creditor’s 's rights, (i) Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Agreement Mortgage and all the LienLiens, terms, covenants and conditions of the Security Agreement Mortgage shall extend to and cover Borrower’s 's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s 's rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (iii) Borrower hereby assigns to Lender Borrower’s 's right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s 's request, to the extent not prohibited by the terms of the Ground Lease and applicable law, law Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s 's agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s 's obligations thereunder. (iiiii) Borrower hereby assigns to Lender Borrower’s 's right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s 's request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s 's agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s 's obligations thereunder. (iiiiv) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s 's rights, any property of Borrower not removed from the Ground Lease Property Parcel by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five ten (510) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder ground lessor for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder ground lessor pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, (i) Leasehold Borrower, immediately after obtaining notice thereof, shall give notice thereof to Lender, (ii) Leasehold Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Leasehold Borrower made to treat the Ground Lease as terminated without such consent shall be void and (iii) the this Security Agreement Instrument and all the Lienliens, terms, covenants and conditions of the this Security Agreement Instrument shall extend to and cover Leasehold Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Leasehold Borrower hereby assigns irrevocably to Lender, Lender Leasehold Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord ground lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Leasehold Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower Borrowers hereby assigns assign to Lender Borrower’s any right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against any Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit a Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if any Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, such Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by such Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of such Borrower under the Ground Lease and to provide adequate assurance of future performance of such Borrower’s obligations thereunder. (iic) Borrower Borrowers hereby assigns assign to Lender Borrower’s any right to seek an extension of the 60120-day period within which a Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against such Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit such Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Leasehold Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Leasehold Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such the Ground Lease as described above, upon receipt by Leasehold Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Leasehold Borrower under the Ground Lease and to provide adequate assurance of future performance of the Leasehold Borrower’s obligations thereunder. (iiid) Borrower Borrowers hereby agrees agree that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property Personal Property of Borrower Borrowers not removed from the Ground Lease Property by Borrower Borrowers as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by BorrowerBorrowers, provided that Lender may remove any such property Personal Property required to be removed by Borrower Borrowers pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower Borrowers within five (5) days of receipt by Borrower Borrowers of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the United States Bankruptcy Code Code, or any other law affecting creditor’s rights, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof to thereto Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) the Security Mortgage and this Loan Agreement and all the Lienliens, terms, covenants and conditions of the Security Mortgage and this Loan Agreement shall extend to and cover Borrower’s possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, Borrower’s right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the such Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iic) Borrower hereby assigns to Lender Lender, Borrower’s right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the such Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iiid) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s rights, any property of Borrower not removed from by the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.

Rejection of the Ground Lease. (a) If the Ground Lease is terminated by the landlord thereunder for any reason in the event of the rejection or disaffirmance of the Ground Lease by the landlord thereunder pursuant to the Bankruptcy Code Code, or any other law affecting creditor’s 's rights, (i) the Borrower, immediately after obtaining notice thereof, shall give notice thereof thereto to Lender, (ii) Borrower, without the prior written consent of Lender, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Borrower made without such consent shall be void and (iii) this Mortgage, the Security Second Mortgage and the Loan Agreement and all the Lienliens, terms, covenants and conditions of this Mortgage, the Security Second Mortgage and the Loan Agreement shall extend hereby extends to and cover covers Borrower’s 's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease. In addition, Borrower hereby assigns irrevocably to Lender, Borrower’s 's rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under the such Ground Lease in the event any case, proceeding or other action is commenced by or against the landlord Ground Lessor under the Bankruptcy Code or any comparable federal or state statute or law, provided that Lender shall not exercise such rights and shall permit Borrower to exercise such rights with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. (ib) Borrower hereby assigns to Lender Lender, (i) Borrower’s 's right to reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, law and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Borrower shall desire to so reject the Ground Lease, at Lender’s request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting the Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s agreement to cure any existing defaults of Borrower under the Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunder. (ii) Borrower hereby assigns to Lender Borrower’s 's right to seek an extension of the 60-day period within which Borrower must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Borrower under the Bankruptcy Code or comparable federal or state statute or law, provided the Lender shall not exercise such right, and shall permit Borrower to exercise such right with the prior written consent of Lender, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if the foregoing assignment is not effective under applicable law and Borrower shall desire to so reject the Ground Lease, at Lender’s 's request, to the extent not prohibited by the terms of the Ground Lease and applicable law, Borrower shall assign its interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as described above, upon receipt by Borrower of written notice from Lender of such request together with Lender’s 's agreement to cure any existing defaults of Borrower under the such Ground Lease and to provide adequate assurance of future performance of Borrower’s obligations thereunderLease. (iiic) Borrower hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Bankruptcy Code or any other law affecting creditor’s 's rights, any property of Borrower not removed from by the Ground Lease Property by Borrower as permitted or required by the Ground Lease, shall at the option of Lender be deemed abandoned by Borrower, provided that Lender may remove any such property required to be removed by Borrower pursuant to the Ground Lease and all reasonable out-of-pocket costs and expenses associated with such removal shall be paid by Borrower within five (5) days of receipt by Borrower of an invoice for such removal costs and expenses.