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<br />Lease and the leasehold estate shall not merge but shall always remain separate and distinct,
<br />notwithstanding the union of said estates either in the lessor, Debtor, or a third party by purchase
<br />or otherwise; and in case Debtor acquires the fee title or any other estate, title or interest in the
<br />Mortgaged Property, this Deed of Trust shall attach to and cover and be a lien upon the fee title
<br />or such other estate so acquired, and such fee title or other estate shall, without further
<br />assignment, Deed of Trust or conveyance, become and be subject to the lien of and covered by
<br />this Deed of Trust.
<br />(e) Upon the occurrence of an Event of Default, Debtor shall not make any
<br />election or give any consent or approval (other than the exercise of a renewal, extension, option
<br />or right pursuant to this Section) for which a right to do so is conferred upon Debtor as lessee
<br />under the Site Ground Lease without Administrative Agent's prior written consent. In case of
<br />any Event of Default under this Deed of Trust, all such rights, together with the right of
<br />termination, cancellation, modification, change, supplement, alteration or amendment of the Site
<br />Ground Lease, all of which have been assigned for collateral purpose to Administrative Agent,
<br />shall vest in and be exercisable solely by Administrative Agent.
<br />(f) Debtor may exercise any option or right to renew or extend the term of the
<br />Site Ground Lease or exercise the fee option contained therein without the prior written consent
<br />of Administrative Agent. Debtor shall give Administrative Agent simultaneous written notice of
<br />the exercise of such option or right to renew or extend, together with a copy of the instrument
<br />given to the lessor under the Site Ground Lease exercising such option or right, and, thereafter,
<br />shall promptly deliver to Administrative Agent a copy of any acknowledgment by the lessor
<br />under such Site Ground Lease with respect to the exercise of such option or right.
<br />(g) The lien of this Deed of Trust shall attach to all of Debtor's rights and
<br />remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11
<br />U.S.C. Sec. 365(h), including, without limitation, all of Debtor's rights to remain in possession of
<br />the Mortgaged Property. Debtor shall not, without Administrative Agent's prior written consent,
<br />elect to treat the Site Ground Lease as terminated under Subsection 365(h)(1) of the Bankruptcy
<br />Code, 11 U.S.C. Sec. 365(h)(1). Any such election made without Administrative Agent's
<br />consent shall be void.
<br />(h) Debtor hereby unconditionally assigns, transfers and sets over to
<br />Administrative Agent all of Debtor's claims and rights to the payment of damages arising from
<br />any rejection of the Site Ground Lease by the lessor thereunder or any other fee owner of the
<br />Mortgaged Property under the Bankruptcy Code. Administrative Agent shall have the right to
<br />proceed in its own name or in the name of Debtor in respect of any claim, suit, action or
<br />proceeding relating to the rejection of the Site Ground Lease, including, without limitation, the
<br />right to file and prosecute, either in its own name or in the name of Debtor, any proofs of claim,
<br />complaints, motions, applications, notices and other documents, in any case in respect to such
<br />lessor or any such fee owner under the Bankruptcy Code. This assignment constitutes a present,
<br />irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall
<br />continue in effect until all of the obligations secured by this Deed of Trust shall have been
<br />satisfied and discharged in full. Any amounts received by Administrative Agent as damages
<br />arising out of the rejection of the Site Ground Lease as aforesaid shall be applied first to all costs
<br />and expenses of Administrative Agent (including, without limitation, attorney fees) incurred in
<br />connection with the exercise of any of its rights or remedies under this section and then in
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