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11. Leasehold Mortgagee Provisions. The provisions of this Section 11 shall apply <br />for so long any portion of the Property consists of Trustor's interest as tenant under the <br />Ground Lease defined and described in Recital A. As used in this Section 11, the term <br />"Ground Lease" means the Ground Lease and any extension, renewal or replacement <br />thereof. The lien of this Deed of Trust shall encumber all of Trustor's rights and <br />interests under and in connection with the Ground Lease, including without limitation <br />renewal and extension rights and purchase options (all of which rights shall be <br />collectively referred to herein as the "Leasehold"). <br />11.1 Trustor shall timely perform its obligations in connection with the Ground <br />Lease. Trustor specifically acknowledges Beneficiary's right, while any default by <br />Trustor under the Ground Lease remains uncured, to perform the defaulted obligations <br />and take all other actions which Beneficiary reasonably deems necessary to protect its <br />interests with respect thereto, and Trustor hereby irrevocably appoints Beneficiary its <br />true and lawful attorney- in- fact in its name or otherwise to execute all documents, and <br />perform all other acts, which Beneficiary reasonably deems necessary to preserve its or <br />Trustor's rights with respect to the Leasehold. <br />11.2 Trustor shall not, without Beneficiary's prior written consent, modify, or <br />cause or permit the termination of, the Ground Lease, or waive or in any way release <br />the landlord under the Ground Lease of any obligation or condition. <br />11.3 Trustor shall notify Beneficiary promptly in writing of (i) the occurrence of <br />any material default by the landlord under the Ground Lease and (ii) the receipt by <br />Trustor of any notice claiming the occurrence of any default by Trustor under the <br />Ground Lease or the occurrence of any event which, with the passage of time or the <br />giving of notice or both, would constitute a default by Trustor under the Ground Lease <br />(and Trustor shall also promptly deliver a copy of any such notice to Beneficiary). <br />11.4 Unless Beneficiary otherwise consents in writing, so long as any Secured <br />Obligation remains outstanding, neither the fee title to, nor any other estate or interest <br />in, the Property subject to the Ground Lease shall merge with any Leasehold, <br />notwithstanding the union of such estates in the landlord or the tenant or in a third party. <br />Any acquisition of the landlord's interest in the Ground Lease by Trustor or any affiliate <br />of Trustor shall be accomplished in such a manner as to avoid a merger of the interests <br />of landlord and tenant unless Beneficiary consents to such merger in writing. <br />11.5 If Trustor acquires fee title to any portion of the real property subject to the <br />Ground Lease, this Deed of Trust shall automatically be a lien on such fee title. <br />11.6 Except as permitted by the Loan Documents, Trustor shall not subordinate <br />the Ground Lease or Leasehold to any deed of trust or other encumbrance of, or lien <br />on, any interest in the real property subject to such Leasehold without the prior written <br />consent of Beneficiary. Any such subordination without such consent shall, at <br />Beneficiary's option, be void. <br />i18o284-6 ~3 <br />