BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

cure rights pursuant to Section 4.2, Section 8.1 and Section 8.2 of the Ground Lease, and the right to receive casualty insurance proceeds pursuant to Section 5.3 of the Ground Lease or condemnation awards pursuant to Section 6.1. If Lessee shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving, or releasing Lessee from any of its obligations hereunder, the Beneficiary Parties and any person designated by such party(ies) shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any cure action as described in this Agreement or in the Ground Lease. No approval of any party not a signatory to this Agreement is required in connection with the encumbrance of the Ground Lease. 11. Notwithstanding anything to the contrary in Article 5 and Article 6 of the Ground Lease, (i) the Beneficiary Parties may apply insurance proceeds or condemnation awards in any way permitted in the Security Instrument or any other Financing Documents, subject to applicable law, (ii) Lessee shall not be in breach of any obligation of Article 6 of the Ground Lease in the event that the Beneficiary Parties are permitted to apply condemnation awards in a manner inconsistent with said Article 6, (iii) any and all insurance proceeds and condemnation awards shall be awarded, paid and applied in accordance with and subject to the Security Instrument and the other Financing Documents, (iv) any and all insurance proceeds or condemnation awards shall be paid to the Beneficiary Parties in accordance with the Security Instrument, and not to Lessee as set forth in the Ground Lease, and (v) the Beneficiary Parties, in their sole discretion, shall have the right to apply any and all insurance proceeds or condemnation awards to the reduction of the Financing, if required by the Beneficiary Parties. 12. Notwithstanding anything to the contrary in Article 5, Article 6 or Article 8 of the Ground Lease, upon a casualty or a condemnation (i) any rebuilding, restoration or replacements shall be made in accordance with and subject to the Security Instrument and the Financing Documents, and (ii) any determination of economic infeasibility by Lessee shall be made only with the prior written consent of Certificateholder Representative. 13. As of the date hereof, the current manager is Eskaton Properties, Incorporated, a California non -profit corporation (the "Manager "), which Manager is acceptable to Lessor. 14. No expiration or earlier termination of the Ground Lease shall terminate or extinguish the Ground Lease without the prior written consent of Certificateholder Representative, unless the termination arises after a default and the Beneficiary Parties have been given the notice and cure rights specified in Section 4.2, Section 8.1 or Section 8.2, as applicable, of the Ground Lease and has failed to cure in accordance therewith. Notwithstanding anything to the contrary in Article 8 of the Ground Lease, the Ground Lease shall not be terminated upon an economic infeasibility determination by Lessee without the prior written consent of Certificateholder Representative. 15. Notwithstanding any other provision to the contrary in this Agreement or in the Ground Lease, in the event the Ground Lease nevertheless terminates, or is rejected in bankruptcy or by a trustee -in- bankruptcy, upon Beneficiary Parties' request, Lessor shall execute a new Ground Lease with the Beneficiary Parties (or their designee) on the same terms and -4- WAS01 41614359v6 211488 - 001469/2420101:07 PM