GROUND LEASE - RIDGE VIEW COMMONS II

(b) After the Term. Upon the expiration of the Term or other termination of the Lease, the Improvements and all alterations, additions, equipment and fixtures shall be deemed to be and shall automatically become the property of Lessor, without cost or charge to Lessor. Lessor agrees that Lessee, at any time prior to the expiration or other termination of this Lease, may remove from the Leased Premises any and all equipment which Lessee has furnished for maintenance purposes or for the use of the Management Agent, provided that Lessee shall repair any physical damage to the Leased Premises caused by the removal of such equipment and property. Lessee agrees to execute, at the request of Lessor at the end of the Term, a confirmatory quitclaim deed of the Improvements to Lessor to be recorded at Lessor's option and expense and any other documents that may be reasonably required by Lessor or Lessor's title company to provide Lessor title to the Leased Premises and the Improvements free and clear of all monetary liens and monetary encumbrances not caused or agreed to by Lessor. Without limiting the foregoing, upon the expiration or sooner termination of this Lease, Lessee shall deliver the Leased Premises and the Improvements to Lessor free of all monetary liens and encumbrances unless otherwise consented to in writing by Lessor. Any equipment or other personal property not removed from the Leased Premises by the expiration of the Term shall become the property of Lessor, and Lessor shall have the right to dispose of such equipment and property in the manner of Lessor's choosing. Section 3.5 Benefits of Improvements During Term. Lessor acknowledges and agrees that any and all depreciation, amortization and tax credits for federal or State tax purposes relating to the Improvements located on the Leased Premises and any and all additions thereto, substitutions therefor, fixtures therein and other property relating thereto shall be deducted or credited exclusively by Lessee during the Term. ARTICLE 4. RENTS Section 4.1 Ground Rem. Subject to the provisions of this Section, during the period commencing on the Commencement Date and ending on the fifty-fifth (55th) anniversary of the Commencement Date, Lessee shall pay rent to Lessor in the aggregate amount of Five Million Dollars ($5,000,000) ("Aggregate Rent"). Subject to the provisions of this Section, by not later than June 30 of each Lease Year commencing upon the date that the Senior Loan converts to a permanent loan ("Conversion Date"), Lessee shall pay ground rent to Lessor ("Rent") in an amount equal to thirty-three and 33/100 percent (33.33%) of all Surplus Cash (as defined in and calculated pursuant to the Note) generated by the Project during the previous calendar year; provided however, the first such payment shall include thirty-three and 33/100 percent (33.33%) of Surplus Cash accrued prior to the Conversion Date. Commencing upon the earlier of (a) the commencement of the sixteenth (16th) year following the Conversion Date, and (b) the date that any deferred developer fee has been fully paid, Lessee's annual Rent payment obligation shall increase to equal fifty percent (50%) of Surplus Cash generated by the Project during the previous calendar year. At such time that Aggregate Rent has been paid in full: (i) Lessor shall apply Lessee's payments of Surplus Cash toward the balance payable under the Note, and (ii) Lessee will not be obligated to pay additional sums as annual Rent. Any unpaid balance of Aggregate Rent shall be due and payable by not later than June 30, 2081. 11 4859-3312-3005v5