BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

F. The Certificates are being restructured as of the date hereof as contemplated in the Trust Agreement. In connection therewith, the principal amount of the Certificates is being reduced to $18,370,000. The series of transactions described in Paragraphs B through F hereof are collectively referred to as the "Financing "; the Trust Agreement, the First Installment Agreement, the Second Installment Agreement, the First Assignment, the Second Assignment, the Security Instrument, and other documents executed in connection with Certificates or the restructuring thereof, including this Agreement, are collectively referred to as the "Financing Documents ". G. The Financing will provide permanent financing secured by a 105 -unit assisted living facility located in Alameda County, Califomia, and known as the Pleasanton Assisted Living Community (the "Project "). H. CITICORP CAPITAL MANAGEMENT INC., a Delaware statutory trust (the "Certificateholder Representative ") has been appointed the initial "Certificateholder Representative" (as defined in the Trust Agreement) with respect to the Certificates. Servicing in connection with the Financing will be provided by the Certificateholder Representative or its designee (the "Servicer "). I. The term "Beneficiary Parties" as used herein shall mean any and all of Trustee, Certificateholder Representative, and Servicer, and their respective successors and assigns. The term "Beneficiary Parties" shall also be deemed to include Secured Party's (as defined in the Security Instrument) successors and assigns under the Second Installment Agreement. J. As a condition to the restructuring of the Certificates, Lessee and Lessor are required to enter into this Agreement, which shall (i) confirm the status of the Ground Lease, (ii) confirm that any and all approvals of the Financing and all documents and instruments executed in connection therewith, including, without limitation, the Security Instrument that are required under the Ground Lease have been obtained, and (iii) confirm certain matters with respect to the Ground Lease, as more particularly set fort herein. NOW THEREFORE, in consideration of the restructuring of the Certificates and for other good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby represent, warrant, certify, acknowledge and agree to, in favor and for the benefit of the Beneficiary Parties as follows: 1. The Ground Lease is in full force and effect and is a valid and subsisting demise of the Property pursuant to the terms described therein. The Ground Lease covers only the Property and includes no other real or personal property. All conditions precedent to the commencement of the term of the Ground Lease have been satisfied or unconditionally waived. The effective date of the Ground Lease is September 1, 2005, and the term of the Ground Lease expires on September 1, 2060. Lessee does not have any options to extend the Ground Lease. 2. Lessor is the record and beneficial owner of the Property and all right, title and interest of the lessor under the Ground Lease. Lessee is the current and sole holder of the leasehold estate in the Property and all right, title and interest of the lessee under the Ground -2- WAS01 4161435996_211488-00146 9/24/2010 1:07 PM