Common use of The Ground Lease Clause in Contracts

The Ground Lease. (a) With respect to the Ground Lease, Mortgagor hereby warrants and represents as follows: (i) the Mortgagor is the owner of a valid and subsisting interest as Lessee under the Ground Lease; (ii) the Ground Lease is in full force and effect, unmodified by any writing or otherwise; (iii) all rent, additional rent and other charges reserved therein have been paid to the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby; (v) The Mortgagor is not in default under any of the terms thereof and there are no defaults under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (vi) The Mortgagor has not received notice from Lessor under the Ground Lease of a default thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on the Lessee's part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations under the Ground Lease, including, without limitation, any default in the payment of rent, additional rent and other charges and impositions made payable by the Lessee under the Ground Lease, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder in the name of and on behalf of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from the date that an advance is made or expenses is incurred, to and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that the Ground Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (iii) the basic rent and additional rent payable under the Ground Lease, (iv) the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or both, would constitute a default under the Ground Lease, and, if there are, setting forth the nature thereof in reasonable detail. (g) Mortgagee shall have no liability or obligation under the Ground Lease by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the Lessee arising under the Ground Lease for only that period of time which Mortgagee is in possession of the Mortgaged Property or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (h) No release or forbearance of any of Mortgagor's obligation under the Ground Lease, pursuant to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee of any default by the Lessor, or by Mortgagor as Lessee, in the performance or observance of any of the terms, covenants and conditions on the part of such Lessor or Mortgagor, as the case may be, to be performed of observed under the Ground Lease and Mortgagor will immediately advise Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor under the Ground Lease to Mortgagor of any default by Mortgagor, as such Lessee, in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgagor to be performed or observed and will immediately deliver to Mortgagee a true copy of each such notice. If, pursuant to the Ground Lease, the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee under the Ground Lease, such notice shall constitute full authority and protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning the provisions of the Ground Lease. Mortgagee shall have the right to intervene and participate in any such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Property, and the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them to the extent which Mortgagee deems reasonably necessary for the protection of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceeding. (k) Mortgagor will, promptly after the execution and delivery of this Mortgage, notify the Lessor under the Ground Lease, in writing, of the execution and delivery thereof and, to the extent required under the Ground Lease, deliver to Lessor a copy of this Mortgage. (l) If the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor under the Ground Lease (or any person or party constituting or having an interest in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent of Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised under the Ground Lease and to offset rents under the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such requested together with the agreement of Mortgagee to cure any existing defaults of Mortgagor under the Ground Lease. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any respect, either orally or in writing, and Mortgagor hereby assigns to Mortgagee, as further security for the payment of the loan and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of Mortgagee shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing the Mortgagor from any of its obligations hereunder, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or performance any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. In any event, subject to the rights of Lessees, sublessees and other occupants of the Premises, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Premises at any time and from time to time for the purpose of taking any such action. If the Owner under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said Owner to Mortgagor, as tenant under the Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon.

The Ground Lease. (a) With respect All rights of Lessee and Lessor under this Lease are subject to the covenants, terms and conditions of the Amended and Restated Ground Lease, Mortgagor hereby warrants and represents dated as follows: of January 15, 1985 (i) the Mortgagor is the owner of a valid and subsisting interest as Lessee under the “Ground Lease; (ii) ”), between Essex Group, Inc., as lessor, and Master Lessor, as lessee, thereunder, and the Master Lease. Lessee will duly and punctually observe and perform all covenants, terms and conditions imposed by the Ground Lease is in full force and effect, unmodified by any writing or otherwise; (iii) all rent, additional rent and other charges reserved therein have been paid to upon the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby; (v) The Mortgagor is not in default under any of the terms thereof and there are no defaults under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (vi) The Mortgagor has not received notice from Lessor under the Ground Lease of a default lessee thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on the Lessee's part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations under the Ground Lease, including, without limitation, any default in the payment of all fixed rent, additional rent rent, and other charges and impositions made payable by the Lessee under the Ground Lease, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder in the name of and on behalf of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from the date that an advance is made or expenses is incurred, to and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that the Ground Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (iii) the basic rent and additional rent sums payable under the Ground Lease, (iv) the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or both, would constitute a default under the Ground Lease, and, if there are, setting forth the nature thereof in reasonable detail. (g) Mortgagee shall have no liability or obligation under the Ground Lease by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the Lessee arising under the Ground Lease for only that period of time which Mortgagee is in possession of the Mortgaged Property or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (h) No release or forbearance of any of Mortgagor's obligation under the Ground Lease, pursuant to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee of any default by the Lessor, or by Mortgagor as Lessee, in the performance or observance of any of the terms, covenants and conditions on the part of such Lessor or Mortgagor, as the case may be, to be performed of observed under the Ground Lease and Mortgagor will immediately advise Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor under the Ground Lease to Mortgagor of any default by Mortgagor, as such Lessee, in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgagor to be performed or observed and will immediately deliver to Mortgagee a true copy of each such notice. If, pursuant to the Ground Lease, to the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee end that lessee under the Ground Lease, such notice Lease and Lessor shall constitute full authority and protection to Mortgagee have no responsibility for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning compliance with the provisions of the Ground LeaseLease and shall be exonerated and held harmless from all liability thereunder; provided, however, that Lessee’s obligations under this paragraph 24(a) shall not be greater than the obligations imposed by the Ground Lease upon the lessee thereunder. Mortgagee Lessee shall have give Lessor notice of any uncured default under the right Ground Lease at least 20 days prior to intervene and participate in the expiration of any applicable grace period for the curing of such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Propertydefault, and thereafter Lessor shall be entitled to enter upon the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them Premises to the extent which Mortgagee deems reasonably that such entry is necessary for the protection curing of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it such default by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceedingLessor. (kb) Mortgagor willIf any event shall occur which, promptly after pursuant to the execution and delivery terms of this Mortgage, notify the Lessor under the Ground Lease, in writingwith or without the passage of time, shall enable the ground lessee under such Ground Lease to terminate the same, Lessee shall notify Lessor and the Mortgagee, if any, of such event within 5 days after Lessee shall have become aware of the execution occurrence thereof. Notwithstanding any such right of termination, Lessee shall take no action so to terminate such Ground Lease and delivery thereof andshall take such action, if any, as shall be necessary to maintain the estate of Lessor in the Premises. (c) If any event shall occur which, pursuant to the extent required under terms of the Ground Lease, deliver to Lessor a copy with or without the passage of this Mortgage. (l) If time, shall enable the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor ground lessor under the Ground Lease (to terminate the same or any person to impair or party constituting or having an interest restrict the rights of the ground lessee thereunder, Lessee shall notify Lessor and the Mortgagee, if any, of such event within 5 days after Lessee shall have become aware of the occurrence thereof and shall take such action, if any, as shall be necessary to maintain the right in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent Premises of Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised ground lessee under the Ground Lease and to offset rents under enable the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee full enjoyment of such requested together with the agreement of Mortgagee rights as they existed prior to cure any existing defaults of Mortgagor under the Ground Leasesuch impairment or restriction. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any respect, either orally or in writing, and Mortgagor hereby assigns to Mortgagee, as further security for the payment of the loan and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of Mortgagee shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing the Mortgagor from any of its obligations hereunder, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or performance any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. In any event, subject to the rights of Lessees, sublessees and other occupants of the Premises, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Premises at any time and from time to time for the purpose of taking any such action. If the Owner under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said Owner to Mortgagor, as tenant under the Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon.

The Ground Lease. Borrower shall (a) With respect pay all Ground Rent required to be paid by Borrower, as tenant under and pursuant to the Ground Lease, Mortgagor hereby warrants and represents as follows: (i) the Mortgagor is the owner provisions of a valid and subsisting interest as Lessee under the Ground Lease; (ii) the Ground Lease as and when such Ground Rent is due and payable, (b) diligently perform and observe (in full force and effect, unmodified by any writing or otherwise; (iiiall material respects) all rent, additional rent and other charges reserved therein have been paid to the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby; (v) The Mortgagor is not in default under any material terms, covenants and conditions of the terms thereof Ground Lease on the part of Borrower, as tenant thereunder, to be performed and there are no defaults under any of the terms thereof beyond the giving of any required notice and observed prior to the expiration of any applicable cure period; grace period therein provided, and (vic) The Mortgagor has not received notice from Lessor under the Ground Lease promptly notify Administrative Agent of a default thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on the Lessee's part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations under the Ground Lease, including, without limitation, any default in the payment of rent, additional rent and other charges and impositions made payable by the Lessee under the Ground Lease, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder in the name of and on behalf of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from the date that an advance is made or expenses is incurred, to and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that the Ground Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (iii) the basic rent and additional rent payable under the Ground Lease, (iv) the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or both, would constitute a default under the Ground Lease, and, if there are, setting forth the nature thereof in reasonable detail. (g) Mortgagee shall have no liability or obligation under the Ground Lease by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the Lessee arising under the Ground Lease for only that period of time which Mortgagee is in possession of the Mortgaged Property or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (h) No release or forbearance of any of Mortgagor's obligation under the Ground Lease, pursuant to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor ground lessor under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee Borrower of any default by the Lessor, or by Mortgagor as Lessee, Borrower in the performance or observance of any of the terms, covenants and conditions on the part of such Lessor or Mortgagor, as the case may be, to be performed of observed under the Ground Lease and Mortgagor will immediately advise Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor under the Ground Lease to Mortgagor of any default by Mortgagor, as such Lessee, in the performance or observance of any of the material terms, covenants or conditions of the Ground Lease on the part of the Mortgagor Borrower, as tenant thereunder, to be performed or observed and will immediately deliver to Mortgagee Administrative Agent a true copy of each such notice. IfExcept as otherwise provided in this Agreement (including but not limited to subsection (3) below), pursuant to the Ground Lease, the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee under the Ground Lease, such notice shall constitute full authority and protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning the provisions of the Ground Lease. Mortgagee shall have the right to intervene and participate in any such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Property, and the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them to the extent which Mortgagee deems reasonably necessary for the protection of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceeding. (k) Mortgagor will, promptly after the execution and delivery of this Mortgage, notify the Lessor under the Ground Lease, in writing, of the execution and delivery thereof and, to the extent required under the Ground Lease, deliver to Lessor a copy of this Mortgage. (l) If the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor under the Ground Lease (or any person or party constituting or having an interest in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent of Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised under the Ground Lease and to offset rents under the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such requested together with the agreement of Mortgagee to cure any existing defaults of Mortgagor under the Ground Lease. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor Borrower shall not, without the prior consent of MortgageeAdministrative Agent, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any material respect, either orally or in writing, and Mortgagor Borrower hereby assigns to MortgageeAdministrative Agent for the benefit of the Lenders, as further security for the payment of the loan Debt and for the performance and observance of the terms, covenants and conditions of the Mortgage and this MortgageAgreement, all of the rights, privileges and prerogatives of MortgagorBorrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, Lease in any material respect and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior written consent of Mortgagee Administrative Agent shall be void and of no force and effect. If Mortgagor Borrower shall default in the performance or observance of any material term, covenant or condition of the Ground Lease on the part of MortgagorBorrower, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of the Mortgage and this Mortgage, Agreement and without waiving or releasing the Mortgagor Borrower from any of its obligations hereunder, Mortgagee Administrative Agent shall have the right, but shall be under no obligation, upon reasonable notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of the Ground Lease on the part of MortgagorBorrower, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of MortgagorBorrower, to the end that the rights of Mortgagor Borrower in, to and under the Ground Lease shall be kept unimpaired as a result thereof and free from default, even though the existence of such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. If Mortgagee Administrative Agent shall make any payment or performance perform any act or take action in accordance with the preceding sentence, Mortgagee Administrative Agent will promptly notify Mortgagor Borrower of the making of any such payment, the performance of any such act, or the taking of any such action. In any such event, subject to the rights of LesseesTenants, sublessees subtenants and other occupants under the Leases or of the Premisesparties to any Reciprocal Easement Agreement or any Permitted Encumbrance, Mortgagee Administrative Agent and any person Person designated as Administrative Agent’s agent by Mortgagee Administrative Agent shall have, and are hereby granted, the right to peaceably enter upon the Premises applicable Individual Property at any time reasonable time, on reasonable notice and from time to time upon prior reasonable notice for the purpose of taking any such action. Administrative Agent may pay and expend such sums of money as Administrative Agent reasonably, in good faith, deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the landlord under the Ground Lease. Borrower hereby agrees to pay to Administrative Agent within five (5) Business Days after demand, all actual out-of-pocket such sums so paid and expended by Administrative Agent, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage. If the Owner ground lessor under the Ground Lease shall deliver to Mortgagee Administrativ e Agent a copy of any notice of default sent by said Owner ground lessor to MortgagorBorrower, as tenant under the Ground Lease, such notice shall constitute full protection to Mortgagee Administrative Agent for any action taken or omitted to be taken by MortgageeAdministrative Agent, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Administrative Agent made at any time within one (1) year of the last day upon which any such option may be exercised, and if Borrower shall fail to do so, Borrower hereby expressly authorizes and appoints Administrative Agent its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Except to the extent required by the terms of the Ground Lease, Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the applicable Individual Property, unless, in each such case, the written consent of Administrative Agent shall have been first had and obtained, which approval shall not unreasonably be withheld, conditioned or delayed.

The Ground Lease. (a) With respect to the Ground Lease, Mortgagor hereby warrants and represents as follows: (i) the Mortgagor is the owner of a valid and subsisting interest as Lessee under the Ground Lease; (ii) the Ground Lease is in full force and effect, unmodified by any writing or otherwise; (iii) all rent, additional rent and other charges reserved therein have been paid to the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby; (v) The the Mortgagor is not in default under any of the terms thereof and there are no defaults under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (vi) The the Mortgagor has not received notice from Lessor under the Ground Lease of a default thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on the Lessee's part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations under the Ground Lease, including, without limitation, any default in the payment of rent, additional rent and other charges and impositions made payable by the Lessee under the Ground Lease, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder in the name of and on behalf of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from the date that an advance is made or expenses is incurred, to and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that the Ground Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (iii) the basic rent and additional rent payable under the Ground Lease, (iv) the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or both, would constitute a default under the Ground Lease, and, if there are, setting forth the nature thereof in reasonable detail. (g) Mortgagee shall have no liability or obligation under the Ground Lease by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the Lessee arising under the Ground Lease for only that period of time which Mortgagee is in possession of the Mortgaged Property or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (h) No release or forbearance of any of Mortgagor's obligation under the Ground Lease, pursuant to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee of any default by the Lessor, or by Mortgagor as Lessee, in the performance or observance of any of the terms, covenants and conditions on the part of such Lessor or Mortgagor, as the case may be, to be performed of observed under the Ground Lease and Mortgagor will immediately advise Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor under the Ground Lease to Mortgagor of any default by Mortgagor, as such Lessee, in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgagor to be performed or observed and will immediately deliver to Mortgagee a true copy of each such notice. If, pursuant to the Ground Lease, the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee under the Ground Lease, such notice shall constitute full authority and protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning the provisions of the Ground Lease. Mortgagee shall have the right to intervene and participate in any such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Property, and the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them to the extent which Mortgagee deems reasonably necessary for the protection of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceeding. (k) Mortgagor will, promptly after the execution and delivery of this Mortgage, notify the Lessor under the Ground Lease, in writing, of the execution and delivery thereof and, to the extent required under the Ground Lease, deliver to Lessor a copy of this Mortgage. (l) If the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor under the Ground Lease (or any person or party constituting or having an interest in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent of Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised under the Ground Lease and to offset rents under the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such requested together with the agreement of Mortgagee to cure any existing defaults of Mortgagor under the Ground Lease. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any respect, either orally or in writing, and Mortgagor hereby assigns to Mortgagee, as further security for the payment of the loan and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of Mortgagee shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing the Mortgagor from any of its obligations hereunder, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or performance any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. In any event, subject to the rights of Lessees, sublessees and other occupants of the Premises, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Premises at any time and from time to time for the purpose of taking any such action. If the Owner under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said Owner to Mortgagor, as tenant under the Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon.

The Ground Lease. (a) With respect to the Ground Lease, 2.18.1. The Mortgagor hereby warrants and represents as followsshall: (i) pay all rents, additional rents and other sums required to be paid by the Mortgagor is the owner of a valid as lessee under and subsisting interest as Lessee under the Ground Lease; (ii) the Ground Lease is in full force and effect, unmodified by any writing or otherwise; (iii) all rent, additional rent and other charges reserved therein have been paid pursuant to the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet and peaceful possession provisions of the property demised thereby; (v) The Mortgagor is not in default under any of the terms thereof and there are no defaults under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (vi) The Mortgagor has not received notice from Lessor under the Ground Lease of a default thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on the Lessee's part to be observed, performed and complied with, at the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations under the Ground Lease, including, without limitation, any default in the payment of rent, additional rent and other charges and impositions made payable by the Lessee under the Ground Lease, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder in the name of and on behalf of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from the date that an advance is made or expenses is incurred, to and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that diligently perform and observe all of the terms, covenants and conditions of the Ground Lease has on the part of the Mortgagor, as lessee thereunder, to be performed and observed, unless such performance or observance shall be waived or not been modified orrequired in writing by the lessor under the Ground Lease, if it has been modifiedto the end that all things shall be done which are necessary to keep unimpaired the rights of the Mortgagor, the date of each modification (together with copies of each such modification)as lessee, (iii) the basic rent and additional rent payable under the Ground Lease, (iviii) promptly notify the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or both, would constitute a default under the Ground Lease, and, if there are, setting forth the nature thereof Mortgagee in reasonable detail. (g) Mortgagee shall have no liability or obligation under the Ground Lease by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the Lessee arising under the Ground Lease for only that period of time which Mortgagee is in possession of the Mortgaged Property or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (h) No release or forbearance of any of Mortgagor's obligation under the Ground Lease, pursuant to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee writing of any default by the Lessor, or by Mortgagor as Lessee, under the Ground Lease in the performance or observance of any of the terms, covenants and or conditions on the part of such Lessor or Mortgagorof, as respectively, the case may be, Mortgagor to be performed of or observed under the Ground Lease and Mortgagor will immediately advise Lease, (iv) promptly notify the Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor lessor under the Ground Lease to the Mortgagor (other than notices customarily sent on a regular basis) and of any notice noting or claiming any default by Mortgagor, as such Lessee, the Mortgagor in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgagor to be performed or observed and will immediately deliver to Mortgagee a true copy of each such notice. If, pursuant to the Ground Lease, the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee under the Ground Lease, such notice shall constitute full authority and protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning the provisions of the Ground Lease. Mortgagee shall have the right to intervene and participate in any such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Property, and the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them to the extent which Mortgagee deems reasonably necessary for the protection of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceeding. (k) Mortgagor will, promptly after the execution and delivery of this Mortgage, notify the Lessor under the Ground Lease, in writing, of the execution and delivery thereof and, to the extent required under the Ground Lease, deliver to Lessor a copy of this Mortgage. (l) If the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor under the Ground Lease (or any person or party constituting or having an interest in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent of Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised under the Ground Lease and to offset rents under the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such requested together with the agreement of Mortgagee to cure any existing defaults of Mortgagor under the Ground Lease. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant lessee thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to the Mortgagee a true copy of each such noticenotice (v) promptly notify the Mortgagee in writing of any request made by either party to the Ground Lease, as the case may be, for arbitration proceedings pursuant to the Ground Lease and of the institution of any arbitration proceedings, as well as of all proceedings thereunder, and promptly deliver to the Mortgagee a copy of the determination of the arbitrators in each such arbitration proceeding, it being acknowledged and agreed that the Mortgagee shall have the right to participate in such arbitration proceedings in association with the Mortgagor or on its own behalf as an interested party, and (vi) furnish to the Mortgagee, within ten (10) days after demand, proof of payment of all items which are required to be paid by the Mortgagor pursuant to the Ground Lease. 2.18.2. Mortgagor The Mortgagor, shall not, not without the prior written consent of the Mortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, or consent to a modification change, supplement alteration or amendment to the Ground Lease, in any material respect, either orally or in writing, and the Mortgagor hereby assigns to the Mortgagee, as further security for the payment of the loan Indebtedness and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of the Mortgagor, as tenant lessee under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of the Mortgagee shall be void and of no force and effect. The Mortgagee will not unreasonably withhold or delay its consent to a modification, change, supplement, alteration or amendment to the same. 2.18.3. Supplementing the provisions of subparagraph (b) above, it is understood and agreed that the Mortgagor shall not, without the Mortgagee's prior written consent, elect to treat the Ground Lease as terminated under Section 365(h)(1)(A)(i) of the Bankruptcy Code. Any such election made without the Mortgagee's prior written consent shall be void. The Mortgagor hereby unconditionally assigns, transfers and set over to the Mortgagee all of the Mortgagor's claims and rights to the payment of damages arising under the Bankruptcy Code from any rejection by the lessor under the Ground Lease. The Mortgagee shall have the right to proceed in its own name on behalf of the Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute, to the exclusion of the Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of such lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Indebtedness secured by the Mortgage shall have been satisfied and discharged in full. Any amounts received by the Mortgagee as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied first to all costs and expenses of the Mortgagee (including, without limitation, attorneys' fees) incurred in connection with the exercise of any of its rights or remedies under this Paragraph and then shall be applied against the Indebtedness in such order, priority and proportion as the Mortgagee shall determine. If any action, motion or notice shall be commenced or filed in respect of the Mortgagor, as lessee under the Ground Lease, or all or any portion of the Mortgaged Property in connection with any case under the Bankruptcy Code, the Mortgagor shall give the Mortgagee prompt written notice thereof. Other than during the existence of an Event of Default, the Mortgagor may commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Ground Lease in any such case under the Bankruptcy Code without the prior written consent of the Mortgagor but will not settle or compromise any of the foregoing without the consent of the Mortgagee, which consent will not be unreasonably withheld or delayed by Mortgagee. During the existence of an Event of Default, the Mortgagor shall not commence any action, suit, proceeding or case, or file any application or make any motion, in respect of the Ground Lease in any such case under the Bankruptcy Code without the prior written consent of the Mortgagee, and the Mortgagee, during the existence of an Event of Default, may proceed in its own name, in connection with any such litigation. The Mortgagor shall, immediately after obtaining knowledge thereof, notify the Mortgagee and its counsel, by telecopy or by hand of any filing by or against the lessor under the Ground Lease of a petition under the Bankruptcy Code. The Mortgagor shall thereafter forthwith give written notice of such filing to the Mortgagee, setting forth the date of such filing, the court in which the petition was filed and the relief sought therein. The Mortgagor shall promptly deliver to the Mortgagee, following receipt, any and all notices, summonses, pleadings, applications and other written documents received by the Mortgagor in connection with any such petition and any proceedings relating thereto. 2.18.4. If the Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of the Mortgagor, as tenant lessee thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing the Mortgagor from any of its obligations hereunder, the Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of the Mortgagor, as tenant lessee thereunder, to be performed or observed or to be promptly performed or observed on behalf of the Mortgagor, to the end that the rights of the Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If the Mortgagee shall make any payment or performance perform any act or take action in accordance with the preceding sentence, the Mortgagee will notify the Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. All sums so paid by the Mortgagee and all costs and expenses incurred by the Mortgagee in connection with the performance of any such act shall be paid by the Mortgagor to the Mortgagee upon demand with interest, from the date so advanced by Mortgagee until thirty (30) days after demand by the Mortgagee to the Mortgagor, at the Interest Rate set forth in the Note and thereafter at the Involuntary Rate, and the same shall be deemed to be secured by this Mortgage and shall be a lien on the Mortgaged Property prior to any right, title to, interest in or claim upon the Mortgaged Property attaching subsequent to the lien of this Mortgage. In any such event, subject to the rights rights, if any, of Lessees, sublessees lessees and other occupants of under the PremisesGround Lease, the Mortgagee and any person designated by the Mortgagee shall have, and are hereby granted, the right to enter upon the Premises Mortgaged Property at any time and from time to time for the purpose of taking any such action. If the Owner lessor under the Ground Lease shall deliver to the Mortgagee a copy of any notice of default sent by said Owner lessor to the Mortgagor, as tenant lessee under the Ground Lease, such notice shall constitute full protection to the Mortgagee for any action taken or omitted to be taken by the Mortgagee, in good faith, in reliance thereon. 2.18.5. Mortgagor hereby delegates irrevocably, coupled with an interest, to Mortgagee the authority to exercise any and all of Mortgagor's rights under the Ground Lease, including, but not limited to, the right of the Mortgagee to participate (to the exclusion of Mortgagor) in any proceeding, arbitration or settlement involving condemnation or eminent domain affecting Mortgagor's leasehold interest in the Mortgaged Property. However, Mortgagee agrees not to exercise such power, except during the existence of an Event of Default and/or upon acceleration of the Indebtedness pursuant to the terms of this Mortgage. 2.18.6. The generality of the provisions of this Paragraph relating to the Ground Lease shall not be limited by other provisions of this Mortgage or any other agreement between the Mortgagee and the Mortgagor, setting forth particular obligations of the Mortgagor which are also required of the Mortgagor as tenant under the Ground Lease. 2.18.7. Should there be a conflict between the terms of the Mortgage or any other Loan Document on the one hand, and the terms of the Ground Lease, on the other, the terms of the Mortgage shall prevail and control. 2.18.8. In accordance with the provisions of Section 10.02 of the Ground Lease, the Mortgagee and Mortgagor agree to be bound by the following provisions: (a) This Mortgage is executed upon the condition that no purchaser at any foreclosure sale shall acquire any right, title or interest in or to the Lease hereby mortgaged, unless the said purchaser, or the person, firm or corporation to whom or to which such purchaser's right has been assigned, shall, in the instrument transferring to such purchaser or assignee the Tenant's interest under the said Lease, assume and agree to perform all of the terms, covenants and conditions of said Lease to be observed or performed on the part of the Tenant subsequent to the date of the assumption agreement, and moreover, that no further or additional mortgage or assignment or said Lease shall be made, except subject to the provisions contained in Articles 9 and 10 of said Lease, and that a duplicate original of said assumption agreement, in form reasonably satisfactory to Landlord's counsel and duly executed and acknowledged by such purchaser or such assignee, is delivered to Landlord immediately after the consummation of such sale, or, in any event, prior to taking possession of the premises. (b) This Mortgage and all rights of the Mortgagee hereunder are, without the necessity for the execution of any further documents, subject and subordinate to any Fee Mortgages now or hereafter made, as said terms are defined in the Lease hereby mortgaged, provided that Tenant and leasehold Mortgagee shall receive a non-disturbance agreement from the Fee Mortgagee in recordable form and reasonably satisfactory to the Leasehold Mortgagee. Subject to the receipt of such a non-disturbance agreement, the holder of this mortgage agrees from time to time upon request and without charge, to execute, acknowledge and deliver any instruments requested by the Landlord under the Lease hereby mortgaged to evidence the foregoing subordination.

The Ground Lease. (a) With respect to the Ground Lease, Mortgagor hereby warrants and represents as follows: (i) the Mortgagor is the owner of a valid and subsisting interest as Lessee under the Ground Lease; (ii) the Ground Lease is in full force and effect, unmodified by any writing The Debtor will promptly pay or otherwise; (iii) cause to be paid all rentrents, additional rent rents and other charges reserved therein have been paid to as and when the extent they are payable to the date hereof; (iv) Mortgagor enjoys the quiet same become due, and peaceful possession of the property demised thereby; (v) The Mortgagor is not in default under any of the terms thereof and there are no defaults under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period; (vi) The Mortgagor has not received notice from Lessor under the Ground Lease of a default thereunder, which default has not been timely cured; (vii) to the best of Mortgagor's knowledge, the Lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the Lessor to be observed or performed; (viii) the Ground Lease or a memorandum thereof has been duly recorded. (b) Further, with respect to the Ground Lease, Mortgagor covenants and agrees as follows: (i) to promptly and faithfully observe, diligently perform and comply with observe all the terms, covenants and provisions thereof on the Lessee's part conditions required to be observedpaid, performed and complied with, at observed by the times set forth therein and to do all things necessary to preserve unimpaired its rights thereunder; (ii) not to do, permit, suffer or refrain from doing anything, Debtor as a result of which, there could be a default under any of the terms thereof beyond the giving of any required notice and the expiration of any applicable cure period or a breach of any of the terms thereof; (iii) not to exercise any right or option to cancel or otherwise terminate the Ground Lease; (iv) not to cancel, surrender, modify, amend or in any way alter or permit the alteration of any of the terms thereof and not to release the Lessor under the Ground Lease from any obligations imposed upon it thereby; (v) to give Mortgagee immediate written notice of any default by anyone thereunder and to immediately deliver to Mortgagee copies of each notice of default and, after the occurrence of an Event of Default, copies of all other notices, communications, plans, specifications and other similar instruments received or delivered by Mortgagor in connection therewith; and (vi) to furnish to Mortgagee such information and evidence as Mortgagee may reasonably require concerning Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof. (c) In the event of any default by Mortgagor in the performance of any of its obligations lessee under the Ground Lease, including, without limitation, any default within the period provided in the payment Ground Lease (provided, however, that the aforesaid covenant of rentthe Debtor shall be deemed to require that all such rents, additional rent rents and other charges and impositions made payable by the Lessee under the Ground Leasebe paid, then, in each and every case, Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of Mortgagor thereunder such terms, covenants and conditions be performed and observed, no later than five (5) Business Days in the name case of a performance covenant (and on behalf no later than three (3) Business Days in the case of the Mortgagor, as applicable, but no such action by Mortgagee shall release Mortgagor from any default under this Mortgage. Mortgagor shall, on demand, reimburse Mortgagee for all advances made and expenses incurred by Mortgagee in curing any such default (including, without limitation, attorneys' fees and disbursements), together with interest thereon at the Default Rate, from a payment obligation) prior to the date that an advance is made the failure to make such payment or expenses is incurredperform and observe such terms, to covenants and including the date the same is paid and such monies so expended by Mortgagee with interest thereon shall be secured by this Mortgage. (d) It is hereby agreed that the fee title and the leasehold estates in the property demised by the Ground Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the Lessor thereunder, Mortgagor or a third party, whether by purchaser or otherwise and Mortgagee shall continue to have and enjoy all of the rights and privileges of the Mortgagee as to the separate estates. If Mortgagor acquires the fee title, the interest of the Lessor thereunder or any other estate, title or interest in the property demised by the Ground Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title and interest and same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents which Mortgagee may reasonably require to ratify, confirm and further evidence Mortgagee's lien on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the Note remains unpaid. The Mortgage shall not purchase the premises demised by the Ground Lease or acquire the interest of the Lessor in such premises or sell its interest in the leasehold estate created by the Ground Lease without Mortgagee's prior written consent in each instance. (e) If the Ground Lease is canceled or terminated, and if Mortgagee or its nominee shall acquire an interest in any new lease of the property demised thereby, the Mortgagor shall not have any right, title or interest in or to the new lease of the lease hold estate created by such new lease. (f) Mortgagor shall use its diligent efforts to obtain and deliver to Mortgagee from time to time but not more than twice in any 365 day period within ten (10) days after written demand by Mortgagee, an estoppel certificate from the Lessor under the Ground Lease, as requested by Mortgagee, setting forth (i) the name of the Lessor under the Ground Lease, (ii) that the Ground Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification), (iii) the basic rent and additional rent payable under the Ground Lease, (iv) the date to which all rental charges have been paid by the Lessee under the Ground Lease, and (v) whether there are any alleged defaults of the Lessee under the Ground Lease or if there are any events which have occurred which with notice, such passage of time or bothconditions, would constitute a default under the Ground Lease), and, if there are, setting forth the nature thereof in reasonable detail. (g) Mortgagee shall have no liability or obligation and will do all things necessary to preserve and keep unimpaired its rights under the Ground Lease. The Debtor will furnish the Mortgagee, upon demand, proof of payment of all items which are required to be paid by the Debtor pursuant to the Ground Lease by reason and proof of its acceptance payment of this Mortgage. Mortgagee shall which is required to be liable for given to the obligations of the Lessee arising lessor under the Ground Lease. To the extent that the Ground Lease for only that period shall grant to the Debtor, as lessee thereunder, the privilege to postpone or defer the payment of time which Mortgagee is in possession any sum required to be paid thereunder, the failure of the Mortgaged Property or has acquired, by foreclosure or otherwise, Debtor to pay the same shall not constitute a default hereunder if and is holding so long as the Debtor shall faithfully comply with all of the Mortgagor's right, title conditions and interest therein. (h) No release or forbearance other requirements of the Ground Lease with respect to the exercise of such privilege. The Debtor shall not waive any of Mortgagor's obligation its rights under the Ground Lease, pursuant or refrain from exercising any right or remedy accorded to the Ground Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage or the other loan documents. (i) Mortgagor shall enforce the obligations of the Lessor it under the Ground Lease to the end that Mortgagor may enjoy all of the rights granted to it and will immediately notify Mortgagee on account of any default by the Lessorlessor thereunder, or by Mortgagor as Lessee, in release the performance lessor from any liability or observance of condone or excuse any improper actions of the terms, covenants and conditions on lessor thereunder without first obtaining the part of such Lessor or Mortgagor, as the case may be, to be performed of observed under the Ground Lease and Mortgagor will immediately advise Mortgagee of the occurrence of any of the events of default enumerated in the Ground Lease and of the giving of any notice by the Lessor under the Ground Lease to Mortgagor of any default by Mortgagor, as such Lessee, in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of the Mortgagor to be performed or observed and will immediately deliver to Mortgagee a true copy of each such notice. If, pursuant to the Ground Lease, the Lessor shall deliver to Mortgagee a copy of any notice of default given to Mortgagor, as Lessee under the Ground Lease, such notice shall constitute full authority and protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith and in reliance thereon. (j) Mortgagor shall give Mortgagee prompt notice of the commencement of any arbitration or appraisal proceeding to which they are a party or of which either party has been otherwise notified concerning the provisions of the Ground Lease. Mortgagee shall have the right to intervene and participate in any such proceeding if such proceeding, if adversely determined, would be reasonably expected to have a material adverse effect on the Mortgagor or the Mortgaged Property, and the Mortgagor shall confer with Mortgagee and its attorneys and experts and cooperate with them to the extent which Mortgagee deems reasonably necessary for the protection of Mortgagee. Upon the request of Mortgagee, the Mortgage will exercise all rights of arbitration conferred upon it by the Ground Lease. If at any time such proceeding shall have commenced, Mortgagor shall be in material default in the performance or observance of any covenant, condition or other requirement of the Ground Lease on the part of Mortgage to be performed or observed or an Event of Default shall have occurred, Mortgagee shall have, and is hereby granted, the sole and exclusive right to designate and appoint on behalf of Mortgagor, the arbitrator or arbitrators, or appraiser, in such proceeding. (k) Mortgagor will, promptly after the execution and delivery of this Mortgage, notify the Lessor under the Ground Lease, in writing, of the execution and delivery thereof and, to the extent required under the Ground Lease, deliver to Lessor a copy of this Mortgage. (l) If the Ground Lease is rejected in any case, proceeding or other action commenced by or against the Lessor under the Ground Lease (or any person or party constituting or having an interest in the Ground Lease) under the Bankruptcy Code or any comparable federal or state statute or law, (i) Mortgagor, promptly after obtaining notice thereof, shall give notice thereof to Mortgagee, (ii) the Mortgagor without the prior written consent of the Mortgagee, shall elect to treat the Ground Lease as terminated pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code or any comparable federal or state statute or law, and any election by Mortgagor made without such consent shall be void and (iii) this Mortgage and all the liens, terms, covenants and conditions of this Mortgage shall extend to and cover Mortgagor's possessory rights under Section 365(h) of the Bankruptcy Code and to any claim for damages due to Lessor's rejection of the Ground Lease. In addition, Mortgagor hereby assigns to Mortgagee its respective rights to remain in possession of the premises demised under the Ground Lease and to offset rents under the Ground Lease under Section 365(h)(1)(A)(ii) of the Bankruptcy Code in the event any case, proceeding or other action is commenced by or against the Lessor under the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law. (m) Mortgagor hereby assigns to Mortgagee its respective right to seek an extension of the 60-day period within which Mortgagor must accept or reject the Ground Lease under Section 365 of the Bankruptcy Code or any comparable or federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Bankruptcy Code or comparable federal or state statute or law. Furthermore, if Mortgagor shall desire to reject the Ground Lease under the Bankruptcy Code or any comparable federal or state statute or law, Mortgagor shall, at Mortgagee's request, assign its interested in the Ground Lease to Mortgagee in lieu of rejecting the Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such requested together with the agreement of Mortgagee to cure any existing defaults of Mortgagor under the Ground Lease. (n) Mortgagor shall (i) pay all rents, additional rents and other sums required to be paid by Mortgagor, as tenant under and pursuant to the provisions of the Ground Lease, when such rent or other charge is due and payable, (ii) diligently and timely perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, and (iii) promptly notify Mortgagee of the giving of any notice by the Owner under the Ground Lease to Mortgagor of any default by Mortgagor, as tenant thereunder, of any obligation to be performed or observed and deliver to Mortgagee a true copy of each such notice. Mortgagor shall not, without the prior consent of Mortgagee, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, in any respect, either orally or in writing, and Mortgagor hereby assigns to Mortgagee, as further security for the payment of the loan and for the performance and observance of the terms, covenants and conditions of this Mortgage, all of the rights, privileges and prerogatives of Mortgagor, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease, and any such surrender of the leasehold estate created by the Ground Lease or termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease without the prior written consent of Mortgagee shall be void and of no force and effect. If Mortgagor shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing the Mortgagor from any of its obligations hereunder, Mortgagee shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Mortgagor, as tenant thereunder, to be performed or observed or to be promptly performed or observed on behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under the Ground Lease shall be kept unimpaired and free from default. If Mortgagee shall make any payment or performance any act or take action in accordance with the preceding sentence, Mortgagee will notify Mortgagor of the making of any such payment, the performance of any such act, or the taking of any such action. In any event, subject to the rights of Lessees, sublessees and other occupants of the Premises, Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Premises at any time and from time to time for the purpose of taking any such action. If the Owner under the Ground Lease shall deliver to Mortgagee a copy of any notice of default sent by said Owner to Mortgagor, as tenant under the Ground Lease, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee, in good faith, in reliance thereon.