BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

Lease. Neither Lessor nor Lessee have assigned its right, title and interest under the Ground Lease. 3. A true, complete and correct copy of the Ground Lease and all amendments and/or assignments thereto are attached hereto as Exhibit B. A Memorandum of Ground Lease is, and any future amendments thereof (by a Memorandum of Amendment to Ground Lease) shall be, recorded in the land records of Alameda County. There are no agreements between Lessor and Lessee relating to the Property other than the Ground Lease, the Financing Documents, the City HELP Loan Documents and the City Loan Documents. 4. Notwithstanding anything to the contrary in the Ground Lease, there will be no (a) alteration, amendment, change, extension or modification of any provision contained in the Ground Lease; (b) waiver or consent to a waiver of any of their respective rights and benefits thereunder, or (c) cancellation, release, surrender or termination thereof (whether pursuant to agreement or any right of election granted under the Ground Lease or otherwise), without first obtaining Certificateholder Representative's prior written consent, and any purported attempt by Lessor or Lessee to effectuate any of the foregoing without said consent shall be void. Notwithstanding anything to the contrary in the Ground Lease, the failure by Certificateholder Representative to approve any of the foregoing within the applicable time -period shall be deemed to be a disapproval thereof by Certificateholder Representative. 5. Intentionally omitted. 6. Notwithstanding anything to the contrary in the Ground Lease, Lessee and its successors and assigns have the unrestricted right to take the following actions: (i) assign its rights and obligations under the Ground Lease and its leasehold interest in the Property; and (ii) enter into subleases relating to the Property. 7. As of the date hereof, no default exists under the Ground Lease, nor does any condition exist which, with notice or the passage of time or both, would constitute a default, breach, failure of condition or event of default thereunder. 8. All rent for the entire term of the Ground Lease and other sums due and payable under the Ground Lease have been paid in full. Neither Lessee nor Lessor has commenced any action or given or received any notice for the purposes of terminating the Ground Lease. There are no set -offs, defenses or claims in favor of Lessor against Lessee or against enforcement by Lessee of any of the terms and conditions of the Ground Lease. 9. The Financing constitutes an "Other Loan" and the Beneficiary Parties constitute a "Lender" under the Ground Lease. Lessor has received a copy of the Security Instrument and other Financing Documents and hereby agrees and consents to the Security Instrument and all of the other Financing Documents. The Financing constitutes a lien that is a "Permitted Transfer" pursuant to Section 2.9 of the Ground Lease. 10. The Beneficiary Parties have all of the rights, privileges and benefits accruing to Lenders under the Ground Lease, including, without limitation, the right to receive copies of all notices sent to Ground Lessee pursuant to Section 4.2 and Section 8.2, any and all notice and -3- WAS01 41614359vb 211488 -00146 9/24/2010 1 :07 PM