GROUND LEASE - RIDGE VIEW COMMONS II

Section 8.7 Right to Pay Taxes and Cure Defaults. All Lenders shall have the right (but not the obligation) to pay any taxes payable by Lessor with respect to the Leased Premises, and to cure any monetary or nonmonetary default by Lessor under any mortgage or other encumbrance on the Leased Premises; and, if a Lender does so pay or cure, Lessor agrees that it will reimburse the Lender for the amount thereof promptly following request by the Lender therefor. Section 8.8 Senior Lender Provisions. Until such time as the Senior Deed of Trust is reconveyed or Senior Lender notifies Lessor in writing that all obligations under the Senior Loan have been satisfied, Lessor agrees that: (a) Effect of Lessee Waiver. Lessor will not enforce against Senior Lender any waiver or election made by Lessee under the Lease which has a material adverse effect on the value of the Project without the prior written consent of Senior Lender (which will not be unreasonably withheld or delayed); (b) Notice to Senior Lender. Lessor will concurrently deliver to Senior Lender a copy of any notice given by Lessor to Lessee under the Lease at the address specified in Section 17.16 below, and no such notice shall be effective unless the concurrent copy thereof is delivered to Senior Lender, and no cure period provided to Lenders under the Lease shall commence until such notice is delivered to Senior Lender; (c) Senior Lender Right to Access Property to Cure Defaults. Lessor and Lessee will allow Senior Lender and its representatives access to the Project for the purpose of effecting any cure right exercised by Senior Lender pursuant to its cure rights under this Lease, and any cure by Senior Lender shall have the same effect as a cure by Lessee; (d) Obligations of New Lessee. Following any foreclosure, enforcement or assignment described in subparagraph (8) or (9) of Section 8.2(a) above, the new lessee shall be personally obligated only for performance of obligations under the Lease commencing as of the date of such foreclosure, enforcement or assignment and, provided that a successor lessee has assumed such obligations, ending as of the date of any assignment of the Lease to a successor lessee. Any liability of Senior Lender, or any new lessee that succeeds to Senior Lender's interest for any such obligations, shall not exceed Senior Lender's, or such new lessee's, interest in the Project. (e) Insurance and Condemnation Proceedings. That Lessor will provide reasonable prior notice to Senior Lender of any proceedings for adjustment or adjudication of any insurance or condemnation claim involving the Project, and will permit Senior Lender to participate therein as an interested party. (f) No Lien on Personal Property. Lessor acknowledges that any equipment or other personal property of Lessee now or hereafter located on the Project shall be and remain the personal property of Lessee and shall not become a part of the Project; Lessor expressly waives any lien on any such equipment or other personal property of Lessee. To the extent that Lessee grants a lien or security interest in such equipment or other 23 4859-3312-3005v5