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<br />4894-6811-3695v.2 0017787-000542
<br />4894-6811-3695v.2 0017787-000542
<br />10.7 Transfer of Mortgages of Lessor’s Interest. Notwithstanding anything to the
<br />contrary set forth in this Ground Lease, unless required by statute, court order or operation of law,
<br />Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to
<br />entities under common control with Lessor or other governmental entities under applicable law)
<br />without the prior written consent of Tenant, all Leasehold Mortgagees and the Limited Partner
<br />(provided, the Limited Partner’s consent shall be required only during the tax cred it compliance
<br />period). Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor’s
<br />fee interest in the Premises shall be expressly subject and subordinate to this Lease (and all
<br />amendments, modifications, extensions and renewals hereof), to all obligations of Lessor hereunder,
<br />to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each
<br />New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor’s
<br />fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of
<br />the obligations of the County hereunder. During the term of any mortgage held by a Leasehold
<br />Mortgagee applicable hereinhereunder, Lessor shall, at the request of any such Leasehold Mortgagee,
<br />require the holder of each such mortgage, deed of trust and other security instrument encumbering
<br />the fee interest (a “Fee Mortgage”) to execute and deliver to the requesting Leasehold Mortgagee a
<br />written and recordable subordination agreement providing any such Fee Mortgage is subject and
<br />subordinate in all respects to this Lease (and all amendments, modifications, extensions and
<br />renewals hereof), to all obligations of Lessor under the Lease, to all of the rights, titles, interests, and
<br />estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold
<br />Mortgage, and otherwise in form and substance as required by such Leasehold Mortgagee in its sole
<br />and absolute, but good faith, discretion.
<br />
<br />ARTICLE XI
<br />DEFAULT AND REMEDIES
<br />
<br />11.1 Event of Default. Each of the following events shall constitute an “Event of Default”
<br />by Tenant:
<br />11.1.1. Failure to Pay. Tenant’s failure or omission to pay any Rent or other sum
<br />payable hereunder on or before the date due where such failure shall continue for a period of thirty
<br />(30) days after written notice thereof from Lessor to Tenant; provided, however, that any such notice
<br />shall be in lieu of, and not in addition to, any notice required under California Code of Civil
<br />Procedure §1161 et seq.
<br />11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform
<br />any of its obligations under this Lease (other than those specified in Sections 11.1.1, 11.1.3, 11.1.6,
<br />or 11.1.8 herein, which have their own notice and cure periods), where such failure shall continue for
<br />a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer
<br />period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for
<br />completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not
<br />in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.;
<br />provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more
<br />than thirty (30) days are reasonably required for its cure (for any reason other than financial
<br />inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure
<br />within said thirty (30) days, and thereafter diligently pursues such cure to completion.
<br />Commented [ST24]: All changes to conform with those
<br />made by County in Stanton Inn.
<br />EXHIBIT 11
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