BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

Lessee, the Lessor, and any Lender with a then - outstanding Other Loan shall be made parties to those proceedings, and if not made parties by the petitioning party, shall be brought into the proceedings by appropriate proceedings of other parties so that adjudication may be made of the damages, if any, to be paid to the Lessee, the Lessor and the Lenders as compensation for loss of their rights in the Improvements or the Land, or for damage to or destruction of the Project. Should the Lessor or the Lessee receive notice of institution of any proceedings subject to Section 6.1, the Party receiving such notice shall notify the other in accordance with Section 9.2 of this Lease, not later than thirty (30) days after receiving such notice. (b) The Lessor and the Lessee shall cooperate and consult with each other in all matters pertaining to the settlement, compromise, arbitration, or adjustment of any and all claims and demands for damages on account of damage to or destruction of the Project, or for damages on account of the taking or condemnation of the Project, the Improvements or the Land. ARTICLE 7 Assurances of Lessor Section 7.1 Lessor to Give Peaceful Possession The Lessor covenants that it owns in fee simple, and that it has good and marketable title to the Land and that the Land is free of all easements, covenants, conditions and restrictions except for those exceptions set forth in Exhibit C to this Lease. The Lessor has the full right and authority to make this Lease. The Lessor covenants and warrants that the Lessee and its Residents shall have, hold and enjoy, during the Lease Tenn, peaceful, quiet and undisputed possession of the Land leased without hindrance or molestation by or from anyone so long as the Lessee is not in default under this Lease. Section 7.2 Lessor to Lease Proiect with Marketable Title The Lessor covenants and warrants that there are no outstanding liens and encumbrances on the Land, other than as shown on the preliminary title report from Chicago Title Insurance Company dated July 12, 2005. Section 7.3 Release of Lessor The Lessor may sell, assign, transfer or convey (but not encumber), with the prior written consent of any Lenders, all or any part of Lessor's interest in the Land, reversionary interest in the Improvements or this Lease without obtaining the Lessee's consent, provided that the purchaser, assignee, or transferee expressly assumes all of the obligations of the Lessor under this Lease by a written instrument in a form reasonably satisfactory to the Lessee and recordable in the Official Records of the jurisdiction in which the Land is located. In the event the Lessor intends to sell all or any part of the Land, the Lessor shall notify the Lessee of such intention and the terms of such sale not later than ninety (90) days before anticipated close of escrow. The Lessee shall then have sixty (60) days after the receipt of notice from the Lessor to exercise a right of first refusal on the same terms as are included in the Lessor's notice to the Lessee. In the event of a sale, assignment, transfer or conveyance by Lessor of the Land or its rights under this Lease, the same shall operate to release the Lessor from any future liability upon any of the covenants or conditions of this Lease, 144 \105\153233.25 24