BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

conditions as the Ground Lease, provided, however, that the new lease shall be fully assignable by the Beneficiary Parties without the consent of Lessor. The rejection of the Ground Lease by a trustee -in- bankruptcy shall not affect or impair this Agreement or the Beneficiary Parties' rights under the Ground Lease or Lessee's possession of the Premises. This Agreement specifically attaches to Lessee's right to use and possession of the Property if a trustee -in- bankruptcy of the Lessor rejects the Ground Lease. Lessee shall not treat the Ground Lease as terminated by reason of the bankruptcy of the Lessor or under Subsection 365(h)(1) of the Bankruptcy Code without Certificateholder Representative's prior written consent, and any such termination without Certificateholder Representative's prior written consent shall be and shall be deemed to be null, void and of no force or effect. If Lessee remains in possession of the Land after a trustee -in- bankruptcy of the Lessor rejects the Ground Lease, Lessee shall be obligated to obtain Certificateholder Representative's prior written consent to any offsets of any sums payable thereto asserted by Lessee under Section 365(h)(2) of the Bankruptcy Code. Any amounts received by any Beneficiary Party as damages arising out of the rejection of the Ground Lease shall be applied by Certificateholder Representative in such order of priority as Certificateholder Representative determines in its sole and absolute discretion. 16. During the teen of the Financing, it will not commence or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to Lessee without the prior written consent of Certificateholder Representative. 17. In the event that the Certificateholder Representative determines from time to time that receipt of an estoppel certificate is necessary or appropriate, then promptly (but in no event less than fifteen (15) days notwithstanding anything in the Ground Lease to the contrary) after Certificateholder Representative's written request, Lessor and Lessee shall deliver to Certificateholder Representative an estoppel certificate relating to the Ground Lease in form and substance reasonably satisfactory to Certificateholder Representative and containing such information as Certificateholder Representative may reasonably require. 18. Any Beneficiary Party will have the right to appear in and participate in all proceedings, including any arbitration proceedings, which could affect such Beneficiary Party's use or possession of the Property or the provisions of the Ground Lease or which relate to the leasehold under the Ground Lease. Lessee shall promptly provide notice to the Beneficiary Parties of any such proceeding. 19. No lien or encumbrance (whether for borrowed money or otherwise) exists on the fee interest in the Property, nor does any lien or encumbrance (whether for borrowed money or otherwise) exist on the Property which, if foreclosed or realized upon, would defeat, terminate or otherwise extinguish the Ground Lease. Neither Lessor nor Lessee have received any notification of a pending or threatened violation of law, condemnation proceeding, or other proceeding or claim against the Property before any court, administrative agency or other governmental body. 20. No third party has any option or preferential right to purchase the Property. -5- WAS01 41614359v6 211488- 001469/24/2010 1 07 PM