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200500259 accordance with the provisions of Section 5.1(fl of this Deed of Trust. Debtor shall promptly make, execute, acknowledge and deliver, in form and substance satisfactory to Administrative Agent, a UCC Financing Statement (Form UCC -1) and all such additional instruments, agreements and other documents, as may at any time hereafter be required by Administrative Agent to effectuate and carry out the assignment made pursuant to this section. (i) If pursuant to Subsection 365(h)(2) of the Bankruptcy Code, 11 U.S.C. Sec. 365(h)(2), Debtor shall seek to offset against the rent reserved in the Site Ground Lease the amount of any damages caused by the nonperformance by the lessor or any fee owner of any of their obligations under the Site Ground Lease after the rejection by the lessor or any fee owner of the Site Ground Lease under the Bankruptcy Code, Debtor shall, prior to effecting such offset, notify Administrative Agent of its intent to do so, setting forth the amounts proposed to be so offset and the basis therefor. Administrative Agent shall have the right to object to all or any part of such offset that, in the reasonable judgment of Administrative Agent, would constitute a breach of the Site Ground Lease, and in the event of such objection, Debtor shall not effect any offset of the amounts so objected to by Administrative Agent. Neither Administrative Agent's failure to object as aforesaid nor any objection relating to such offset shall constitute an approval of any such offset by Administrative Agent. 0) If any action, proceeding, motion or notice shall be commenced or filed in respect of the lessor or any fee owner, the Mortgaged Property or the Site Ground Lease in connection with any case under the Bankruptcy Code, Administrative Agent shall have the option, exercisable upon notice from Administrative Agent to Debtor, to conduct and control any such litigation with counsel of Administrative Agent's choice. Administrative Agent may proceed in its own name or in the name of Debtor in connection with any such litigation, and Debtor agrees to execute any and all powers, authorizations, consents or other documents reasonably required by Administrative Agent in connection therewith. Debtor shall, upon demand, pay to Administrative Agent all costs and expenses (including attorney fees) paid or incurred by Administrative Agent in connection with the prosecution or conduct of any such proceedings. Any such costs or expenses not paid by Debtor as aforesaid shall be secured by the lien of this Deed of Trust and shall be added to the principal amount of the obligations secured hereby. Debtor shall not commence any action, suit, proceeding or case, or file any application or make any motion (unless such motion is for the purpose of protecting the Site Ground Lease and its value as security for the obligations secured by this Deed of Trust), in respect of the Site Ground Lease in any such case under the Bankruptcy Code without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed. (k) Debtor shall, after obtaining knowledge thereof, promptly notify Administrative Agent of any filing by or against the lessor or other fee owner of a petition under the Bankruptcy Code. Debtor shall promptly deliver to Administrative Agent, following receipt, copies of any and all notices, summonses, pleadings, applications and other documents received by Debtor in connection with any such petition and any proceedings relating thereto. (1) If there shall be filed by or against Debtor a petition under the Bankruptcy Code and Debtor, as lessee under the Site Ground Lease, shall determine to reject the Site Ground Lease pursuant to Section 365(a) of the Bankruptcy Code, Debtor shall give Administrative Agent not less than thirty (30) days' prior notice of the date on which Debtor shall apply to the Bankruptcy Court for authority to reject the Site Ground Lease. Administrative DEED OF TRUST— Page 26