(a ) Mortgagor hereby assigns, transfers and sets over to Mortgagee all of Mortgagor's claims and rights to the payment of damages arising from any rejection by the Mortgagor of the Ground Lease under the Bankruptcy Code. Mortgagor shall notify Mortgagee promptly (and in any event within ten (10) days) of any claim, suit action or proceeding relating to the rejection of the Ground Lease. Mortgagee is hereby irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest, with exclusive power to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the Ground Lessor under the Bankruptcy Code during the continuance of an Event of Default. Mortgagor may make any compromise or settlement in connection with such proceedings (subject to Mortgagee's reasonable approval); provided, however, that Mortgagee shall be authorized and entitled to compromise or settle any such proceeding if such compromise or settlement is made after the occurrence and during the continuance of an Event of Default. Mortgagor shall promptly execute and deliver to Mortgagee any and all instruments reasonably required in connection with any such proceeding after request therefor by Mortgagee. Except as set forth above, Mortgagor shall not adjust, compromise, settle or enter into any agreement with respect to such proceedings without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed.

(b) Mortgagor shall not, without Mortgagee's prior written consent, elect to treat the Ground Lease as terminated under Section 365 (h)(l) of the Bankruptcy Code. Any such election made without Mortgagee's prior written consent shall be void.

(c) If pursuant to Section 365(h)(2) of the Bankruptcy Code, Mortgagor seeks to offset against the rent reserved in the Ground Lease the amount of any damages caused by the non-performance by the Ground Lessor of any of the Ground Lessor's obligations under the Ground Lease after the rejection by the Ground Lessor of the Ground Lease under the Bankruptcy Code, Mortgagor shall, prior to effecting such offset, notify Mortgagee of its intention to do so, setting forth the amounts proposed to be so offset and the basis therefor. If Mortgagee has failed to object as aforesaid within ten (10) days after notice from Mortgagor in accordance with the first sentence of this Section 2.11(k), Mortgagor may proceed to effect such offset in the amounts set forth in Mortgagor's notice to the extent not previously remitted to Mortgagee pursuant to a certain collateral assignment of notes given by Mortgagor to Mortgagee dated the date hereof. Neither Mortgagee's failure to object as aforesaid nor any objection or other communication between Mortgagee and Mortgagor relating to such offset shall constitute an approval of any such offset by Mortgagee. Mortgagor shall indemnify and save Mortgagee harmless from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses of every nature whatsoever (including, without limitation, reasonable attorneys' fees and disbursements) arising from or relating to any such offset by Mortgagor against the rent reserved in the Ground Lease.

(d) Mortgagor shall immediately, after obtaining knowledge thereof, notify Mortgagee of any filing by or against the Ground Lessor of a petition under the Bankruptcy Code. Mortgagor shall thereafter forthwith give written notice of such filing to Mortgagee, setting forth any information available to Mortgagor as to the date of such filing, the court in which such petition was filed, and the relief sought therein. Mortgagor shall promptly deliver to Mortgagee following receipt any and all notices, summonses, pleadings, applications and other documents received by Mortgagor in connection with any such petition and any proceedings relating thereto.

(e) If there shall be filed by or against Mortgagor a petition under the Bankruptcy Code, and Mortgagor, as the tenant under the Ground Lease, shall determine to reject the Ground Lease pursuant to Section 365(a) of the Bankruptcy Code, then Mortgagor shall give Mortgagee not less than ten (10) days' prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Ground Lease. Mortgagee shall have the right, but not the obligation, to serve upon Mortgagor within such 10-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and assign the Ground Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee covenants to cure or provide adequate assurance of prompt cure of all defaults and provide adequate assurance of future performance under the Ground Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to reject the Ground Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Mortgagee of the covenant provided for in clause (ii) of the preceding sentence.

(f) Effective upon the entry of an order for relief in respect of Mortgagor under the Bankruptcy Code, Mortgagor hereby assigns and transfers to Mortgagee a non-exclusive right to apply to the appropriate bankruptcy court under Section 365(d)(4) of the Bankruptcy Code for an order extending the period during which the Ground Lease may be rejected or assumed.

(g) Mortgagor will give Mortgagee prompt (and in all events within five (5) days) notice of any default under the Ground Lease or of the receipt by Mortgagor of any notice of default from Ground Lessor. Mortgagor will promptly (and in all events within (5) days) furnish to Mortgagee copies of all information furnished to Ground Lessor by the terms of the Ground Lease or the provisions of this Section 2.11. Mortgagor will deposit with Mortgagee an exact copy of any notice, communication, plan, specification or other instrument or document received or given by Mortgagor in any way relating to or affecting the Ground Lease which may concern or affect the estate of Ground Lessor or Mortgagor thereunder in or under the Ground Lease or in the real estate thereby demised.