PROPERTY (OTHER
THAN AS PERMITTED PURSUANT TO SECTION 4.14 HEREOF AS A LEASE) WITHOUT PRIOR
WRITTEN CONSENT OF ADMINISTRATIVE AGENT.
EACH SUCH SUBLEASE HEREAFTER MADE
SHALL PROVIDE THAT (I) IN THE EVENT OF THE TERMINATION OF THE GROUND LEASE, THE
SUBLEASE SHALL NOT TERMINATE OR BE TERMINABLE BY THE LESSEE THEREUNDER; (II) IN
THE EVENT OF ANY ACTION FOR THE FORECLOSURE OF THE SECURITY INSTRUMENT, THE
SUBLEASE SHALL NOT TERMINATE OR BE TERMINABLE BY THE LESSEE THEREUNDER BY REASON
OF THE TERMINATION OF THE GROUND LEASE UNLESS SUCH LESSEE IS SPECIFICALLY NAMED
AND JOINED IN ANY SUCH ACTION AND UNLESS A JUDGMENT IS OBTAINED THEREIN AGAINST
SUCH LESSEE; AND (III) IN THE EVENT THAT THE GROUND LEASE IS TERMINATED AS
AFORESAID, THE LESSEE UNDER THE SUBLEASE SHALL ATTORN TO THE LESSOR UNDER THE
GROUND LEASE OR TO THE
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PURCHASER AT THE SALE OF THE PROPERTY ON SUCH FORECLOSURE, AS THE CASE MAY BE.
IN THE EVENT THAT ANY PORTION OF THE PROPERTY SHALL BE SUBLET PURSUANT TO THE
TERMS OF THIS SUBSECTION, SUCH SUBLEASE SHALL BE DEEMED TO BE INCLUDED IN THE
PROPERTY.
(C)
SO LONG AS ANY PORTION OF THE DEBT SHALL REMAIN UNPAID,
UNLESS ADMINISTRATIVE AGENT SHALL OTHERWISE CONSENT, THE FEE TITLE TO THE
PROPERTY AND THE LEASEHOLD ESTATE THEREIN CREATED PURSUANT TO THE PROVISIONS OF
THE GROUND LEASE SHALL NOT MERGE BUT SHALL ALWAYS BE KEPT SEPARATE AND DISTINCT,
NOTWITHSTANDING THE UNION OF SUCH ESTATES IN BORROWER, ADMINISTRATIVE AGENT, OR
IN ANY OTHER PERSON BY PURCHASE, OPERATION OF LAW OR OTHERWISE.
ADMINISTRATIVE
AGENT RESERVES THE RIGHT, AT ANY TIME, TO RELEASE FROM THE LIEN OF THE MORTGAGE
PORTIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE LEASEHOLD ESTATE
CREATED BY THE GROUND LEASE, WITH OR WITHOUT CONSIDERATION, AT ADMINISTRATIVE
AGENT'S ELECTION, WITHOUT WAIVING OR AFFECTING ANY OF ITS RIGHTS UNDER THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS AND ANY SUCH RELEASE SHALL NOT AFFECT
ADMINISTRATIVE AGENT'S RIGHTS IN CONNECTION WITH THE PORTION OF THE PROPERTY NOT
SO RELEASED.
(D)
IF THE GROUND LEASE IS TERMINATED FOR ANY REASON IN THE EVENT
OF THE REJECTION OR DISAFFIRMANCE OF THE GROUND LEASE PURSUANT TO THE BANKRUPTCY
CODE, OR ANY OTHER LAW AFFECTING CREDITOR'S RIGHTS, (I) THE BORROWER, PROMPTLY
AFTER OBTAINING NOTICE THEREOF, SHALL GIVE NOTICE THERETO TO ADMINISTRATIVE
AGENT, (II) BORROWER, WITHOUT THE PRIOR WRITTEN CONSENT OF REQUISITE LENDERS,
SHALL NOT ELECT TO TREAT THE GROUND LEASE AS TERMINATED PURSUANT TO
SECTION 365(H) OF THE BANKRUPTCY CODE OR ANY COMPARABLE FEDERAL OR STATE STATUTE
OR LAW, AND ANY ELECTION BY BORROWER MADE WITHOUT SUCH CONSENT SHALL BE VOID AND
(III) THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT AND THE OTHER LOAN
DOCUMENTS AND ALL THE LIENS, TERMS, COVENANTS AND CONDITIONS OF THIS AGREEMENT,
THE NOTE, THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS HEREBY EXTENDS TO
AND COVERS BORROWER'S POSSESSORY RIGHTS UNDER SECTION 365(H) OF THE BANKRUPTCY
CODE AND TO ANY CLAIM FOR DAMAGES DUE TO THE REJECTION OF THE GROUND LEASE OR
OTHER TERMINATION OF