REJECTION OF THE GROUND LEASE

(a) If the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the United States Bankruptcy Code, 11 U.S.C. §101, et seq., as the same may be amended (the "Code") or any other law affecting creditor's rights,

(i) the Mortgagor, immediately after obtaining notice thereof, shall give notice thereof to Mortgagee,

(ii) Mortgagor, without the prior written consent of Mortgagee, shall not elect to treat the Ground Lease as terminated pursuant to Section 365(h) of the 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 Code and to any claim for damages due to the rejection of the Ground Lease or other termination of the Ground Lease.

In addition, Mortgagor hereby assigns irrevocably to Mortgagee, Mortgagor's rights to treat the Ground Lease as terminated pursuant to Section 365(h) of the Code and to offset rents under such Ground Lease in the event any case, proceeding or other action is commenced by or against the Ground Lessor under the Code or any comparable federal or state statute or law, provided that Mortgagee shall not exercise such rights and shall permit Mortgagor to exercise such rights with the prior written consent of Mortgagee, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing.

(b) Mortgagor hereby assigns to Mortgagee, Mortgagor's right to reject the Ground Lease under Section 365 of the Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Code or comparable federal or state statute or law, provided the Mortgagee shall not exercise such right, and shall permit Mortgagor to exercise such right with the prior written consent of Mortgagee, not to be unreasonably withheld or delayed, unless and Event of Default shall have occurred and be continuing. Further, if Mortgagor shall desire to so reject the Ground Lease, at Mortgagee's request, Mortgagor shall assign its interest in the Ground Lease to Mortgagee in lieu of rejecting such Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such request together with Mortgagee's agreement to cure any existing defaults of Mortgagor under such Ground Lease.

(c) Mortgagor hereby assigns to Mortgagee, Mortgagor's 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 Code or any comparable federal or state statute or law with respect to any case, proceeding or other action commenced by or against Mortgagor under the Code or comparable federal or state stature or law, provided the Mortgagee shall not exercise such right, and shall permit Mortgagor to exercise such right with the prior written consent of Mortgagee, not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing. Further, if Mortgagor shall desire to so reject the Ground Lease, at Mortgagee's request, Mortgagor shall assign its interest in the Ground Lease to Mortgagee in lieu of rejecting such Ground Lease as described above, upon receipt by Mortgagor of written notice from Mortgagee of such request together with Mortgagee's agreement to cure any existing defaults of Mortgagor under such Ground Lease.

(d) Mortgagor hereby agrees that if the Ground Lease is terminated for any reason in the event of the rejection or disaffirmance of the Ground Lease pursuant to the Code or any other law affecting creditor's rights, any property not removed by the Mortgagor as permitted or required by the Ground Lease, shall at the option of Mortgagee be deemed abandoned by Mortgagor, provided that Mortgagee may remove any such property required to be removed by Mortgagor pursuant to the Ground Lease and all costs and expenses associated with such removal shall be paid by Mortgagor within five (5) days of receipt by Mortgagor of an invoice for such removal costs and expenses.