ADMINISTRATIVE
AGENT FOR THE RATABLE BENEFIT OF THE LENDERS, AS FURTHER SECURITY FOR THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS AND FOR THE PERFORMANCE AND
OBSERVANCE OF THE TERMS, COVENANTS AND CONDITIONS OF THE SECURITY INSTRUMENT,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, ALL OF THE RIGHTS, PRIVILEGES AND
PREROGATIVES OF BORROWER, 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 IN ANY MATERIAL RESPECT, AND
ANY SUCH SURRENDER OF THE LEASEHOLD ESTATE CREATED BY THE GROUND LEASE OR
TERMINATION, CANCELLATION, MODIFICATION, CHANGE, SUPPLEMENT, ALTERATION OR
AMENDMENT OF THE GROUND LEASE IN ANY MATERIAL RESPECT WITHOUT THE PRIOR CONSENT
OF LENDERS SHALL BE VOID AND OF NO FORCE AND EFFECT.
IF BORROWER SHALL DEFAULT
IN THE PERFORMANCE OR OBSERVANCE OF ANY TERM, COVENANT OR CONDITION OF THE
GROUND LEASE ON THE PART OF BORROWER, AS TENANT THEREUNDER, AND SHALL FAIL TO
CURE THE SAME PRIOR TO THE EXPIRATION OF ANY APPLICABLE CURE PERIOD PROVIDED
THEREUNDER, THEN, WITHOUT LIMITING THE GENERALITY OF THE OTHER PROVISIONS OF THE
SECURITY INSTRUMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WITHOUT
WAIVING OR RELEASING BORROWER FROM ANY OF ITS OBLIGATIONS HEREUNDER,
ADMINISTRATIVE AGENT OR LENDERS SHALL HAVE THE RIGHT, BUT SHALL BE UNDER NO
OBLIGATION, TO PAY ANY SUMS AND TO PERFORM ANY ACT OR TAKE ANY ACTION AS MAY BE
APPROPRIATE TO CAUSE ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE GROUND
LEASE ON THE PART OF BORROWER TO BE PERFORMED OR OBSERVED ON BEHALF OF BORROWER,
TO THE END THAT THE RIGHTS OF BORROWER IN, TO AND UNDER THE GROUND LEASE SHALL
BE KEPT UNIMPAIRED AND FREE FROM DEFAULT.
IF THE LANDLORD UNDER THE GROUND
LEASE SHALL DELIVER TO ADMINISTRATIVE AGENT A COPY OF ANY NOTICE OF DEFAULT
UNDER THE GROUND LEASE, SUCH NOTICE SHALL CONSTITUTE FULL PROTECTION TO
ADMINISTRATIVE AGENT FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY
ADMINISTRATIVE AGENT, IN GOOD FAITH, IN RELIANCE THEREON.
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 PRIOR TO THE LAST DAY UPON WHICH ANY SUCH OPTION MAY BE EXERCISED, AND
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.
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 PROPERTY,
UNLESS, IN EACH SUCH CASE, THE WRITTEN CONSENT OF REQUISITE LENDERS SHALL HAVE
BEEN FIRST HAD AND OBTAINED.
(B)
NOTWITHSTANDING ANYTHING CONTAINED IN THE GROUND LEASE TO THE
CONTRARY, BORROWER SHALL NOT FURTHER SUBLET ANY PORTION OF THE