Common use of Covenants of Lessor Clause in Contracts

Covenants of Lessor. If Lessee or any of its direct and/or indirect owners shall execute a Leasehold Mortgage in favor of a Qualified Lender in accordance with this Section 21, Lessor agrees that so long as such Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holders of any such Leasehold Mortgage to Lessor, the following provisions shall apply: 21.2.1. There shall be no cancellation, termination (except in accordance with Section 25.3 and Section 25.5 ), surrender, waiver, acceptance of surrender, amendment, change or modification of this Lease without the prior written consent of each Leasehold Mortgagee. Any action requiring the consent of Leasehold Mortgagee hereunder that is taken without such written consent, shall be null and void and of no force or effect, and shall not be binding on any Leasehold Mortgagee (or, following a Leasehold Mortgage Foreclosure, Lessee). 21.2.2. Lessor shall, upon Lessor (or any Person acting on behalf of Lessor) serving Lessee with any notice which would lead to an Event of Default or any termination pursuant to Section 25.3 (to the extent that notice to Lessee is required under such section), simultaneously serve (or cause such Person acting on behalf of Lessor to serve) a copy of such notice upon each Leasehold Mortgagee who has delivered to Lessor a written request for such notices, including an address for notices to such Leasehold Mortgagee. 21.2.3. Each Leasehold Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, to pay all of the Lessor’s Participation Payment or any other charges due hereunder, with all due interest and late charges, to purchase any insurance, to pay any Impositions, to make any repairs, replacements or improvements, to do any other act or thing required of Lessee hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions hereof, including without limitation those necessary to prevent termination of this Lease. As against Lessor, any Leasehold Mortgagee and its agents and contractors shall have full access to the Premises for purposes of accomplishing any of the foregoing during the Lease Term, provided that the Leasehold Mortgagee shall be required to comply with Section 11.3 of this Lease with respect to any work to be performed on the Premises by the Leasehold Mortgagee or its agents or contractors. Any of the foregoing done by any Leasehold Mortgagee shall be as effective (including without limitation to prevent a termination of this Lease) as the same would have been if done by Lessee. 21.2.4. Anything contained in this Lease notwithstanding, if Lessor is entitled to terminate this Lease pursuant to Section 25.3, Lessor shall not be entitled to terminate this Lease, and any notice of same shall be rendered void, if the Leasehold Mortgagee shall cure the Event of Default described in Section 25.3 within the time period granted to Lessee hereunder. Notwithstanding anything to the contrary set forth herein, following the date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable) any non-monetary default that by its nature is impossible for the Leasehold Mortgagee to cure, despite gaining possession of the Premises (an “Uncurable Default”) shall be deemed cured for purposes of terminating the Lease, as between Lessor and the Leasehold Mortgagee (or Lessee, as applicable) such that Lessor shall not terminate this Lease by reason of such Uncurable Default. For the avoidance of doubt, nothing herein shall require any Leasehold Mortgagee to attempt to cure an Uncurable Default in order to comply with and be entitled to the benefits of the rights set forth in Section 21 with respect to all other monetary defaults and non-monetary defaults. Leasehold Mortgagee shall not be responsible for curing any defaults by Lessee under the Cross-Marketing Agreement first arising or accruing prior to date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable), but shall be responsible for complying with the terms of the Cross-Marketing Agreement from and after such date. 21.2.5. The right of Lessor to terminate this Lease for cessation of operations pursuant to Section 25.3 shall be subject to, and conditioned upon, Lessor having first given to each Leasehold Mortgagee of which Lessor has been advised in writing, including an address for notices to such Leasehold Mortgagee, written notice of such Event of Default as required under Section 21.2.2 and such Leasehold Mortgagees having failed to remedy such Event of Default or acquire Lessee’s leasehold estate hereunder or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in Section 21.2.4. 21.2.6. If any Leasehold Mortgagee is prohibited from commencing or prosecuting Leasehold Foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee or its direct and/or indirect owners, the times specified in Section 21.2.4 for commencing or prosecuting Leasehold Foreclosure or other proceedings shall be extended for the period of the prohibition, provided that the Leasehold Mortgagee shall have fully cured any Event of Default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay currently those monetary obligations as and when the same fall due. 21.2.7. Lessor agrees that the names of each Leasehold Mortgagee may be added by Lessee to the “Mortgagee Endorsement” of any and all insurance policies required to be carried by Lessee under this Lease on condition that the insurance proceeds are to be applied in the manner specified in this Lease. 21.2.8. Leasehold Foreclosure of any Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate hereunder from Lessee to any Leasehold Mortgagee or its designee through, or in lieu of, Leasehold Foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any provision of or an Event of Default under this Lease, and upon such Leasehold Foreclosure, sale or conveyance, Lessor shall recognize the purchaser or other transferee in connection therewith as the Lessee hereunder. 21.2.9. In the event any Leasehold Mortgagee or its designee becomes the Lessee under this Lease (or the owner of direct and/or indirect ownership interests in Lessee, as applicable), such Leasehold Mortgagee or its designee (or the Lessee, as applicable) shall, subject to the foreclosing lender’s obligation to cure all but the Uncurable Defaults, be personally liable for the obligations of Lessee under this Lease or a new lease only for the period that the Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder, and only to the extent provided in this Lease or such new lease. 21.2.10. Subject to Applicable Laws, the senior Leasehold Mortgagee may reserve the right to apply to its Leasehold Mortgage debt all, or any part, of Lessee’s share of the proceeds from any insurance policies arising from a Casualty pursuant to the debts secured by such Leasehold Mortgage, up to the amount of indebtedness secured by the Leasehold Mortgage. 21.2.11. Whichever party has the primary obligation to notify any Leasehold Mortgagee hereunder shall give each such Leasehold Mortgagee of which the parties have been notified (including an address for notices), notice of any litigation, or condemnation proceedings, or of any pending adjustment of insurance claims as each may relate to the Premises, and any Leasehold Mortgagee shall have the right, at Leasehold Mortgagee’s expense, to intervene therein and to be made a party to such proceedings. The parties hereto do hereby consent to such intervention. In the event that any such Leasehold Mortgagee shall not elect to intervene or become a party to the proceedings, such Leasehold Mortgagee shall receive notice and a copy of any award or decision made in connection therewith, but any such intervention shall not diminish Lessor’s rights under this Lease. For avoidance of doubt, the parties acknowledge and agree that Lessee shall have the primary obligation to notify any of its Leasehold Mortgagees under this Section 21.2.11; provided, however, Lessor shall give notices to any such Leasehold Mortgagees as required under this Lease. 21.2.12. If required by Leasehold Mortgagee, Lessor shall execute a written agreement (a “Consent Agreement”) among Lessor, Lessee and Leasehold Mortgagee, in a commercially reasonable written agreement as reasonably approved by Lessor, for non-recourse financing, as may be required by Lessee or Leasehold Mortgagee, pursuant to which Lessor shall acknowledge the existence of the Leasehold Mortgage, and, subject to the limitations set forth in Section 21.3 below, make certain commercially reasonable undertakings for the benefit of the Leasehold Mortgagee thereunder, including, without limitation, providing copies of any notices that Lessor may from time to time deliver to Lessee under this Lease.

Covenants of Lessor. If Lessee So long as any Synthetic Lease Loan Lender's Synthetic Lease Loan Commitment remains in effect, any Synthetic Lease Loan remains outstanding and unpaid or any of other amount is owing to any Synthetic Lease Loan Lender with respect to its direct and/or indirect owners shall execute a Leasehold Mortgage Funding Party Balances (as that term is defined in favor of a Qualified Lender the Master Agreement), subject to SECTION 10.02 hereof, the Lessor will promptly pay all amounts payable by it under this Agreement and the Notes issued by it in accordance with the terms hereof and thereof and shall duly perform each of its obligations under this Section 21, Agreement and the Notes. The Lessor agrees to provide to the Administrative Agent a copy of each estoppel certificate that so long as the Lessor proposes to deliver pursuant to SECTION 17.13 of the Lease at least five days prior to such Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given delivery and to make any corrections thereto reasonably requested by the holders Administrative Agent prior to such delivery. The Lessor shall keep each Leased Property owned by it free and clear of all Lessor Liens (as that term is defined in the Master Agreement). The Lessor shall not reject any sale of any such Leasehold Mortgage to Lessor, the following provisions shall apply: 21.2.1. There shall be no cancellation, termination (except in accordance with Section 25.3 and Section 25.5 ), surrender, waiver, acceptance of surrender, amendment, change or modification of this Lease without the prior written consent of each Leasehold Mortgagee. Any action requiring the consent of Leasehold Mortgagee hereunder that is taken without such written consent, shall be null and void and of no force or effect, and shall not be binding on any Leasehold Mortgagee (or, following a Leasehold Mortgage Foreclosure, Lessee). 21.2.2. Lessor shall, upon Lessor (or any Person acting on behalf of Lessor) serving Lessee with any notice which would lead to an Event of Default or any termination Leased Property pursuant to Section 25.3 (to 14.6 of the extent that notice to Lessee is required under such section), simultaneously serve (or cause such Person acting on behalf of Lessor to serve) a copy of such notice upon each Leasehold Mortgagee who has delivered to Lessor a written request for such notices, including an address for notices to such Leasehold Mortgagee. 21.2.3. Each Leasehold Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, to pay Lease unless all of the Lessor’s Participation Payment or any other charges due hereunder, with all due interest and late charges, to purchase any insurance, to pay any Impositions, to make any repairs, replacements or improvements, to do any other act or thing required of Lessee hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions hereof, including without limitation those necessary to prevent termination of this Lease. As against Lessor, any Leasehold Mortgagee and its agents and contractors shall have full access to the Premises for purposes of accomplishing any of the foregoing during the related Synthetic Lease Term, provided that the Leasehold Mortgagee shall be required to comply with Section 11.3 of this Lease with respect to any work to be performed on the Premises by the Leasehold Mortgagee or its agents or contractors. Any of the foregoing done by any Leasehold Mortgagee shall be as effective (including without limitation to prevent a termination of this Lease) as the same would Loans have been if done by Lessee. 21.2.4. Anything contained paid in this Lease notwithstanding, if Lessor is entitled to terminate this Lease pursuant to Section 25.3, Lessor shall not be entitled to terminate this Lease, and any notice of same shall be rendered void, if the Leasehold Mortgagee shall cure the Event of Default described in Section 25.3 within the time period granted to Lessee hereunder. Notwithstanding anything to the contrary set forth herein, following the date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (full or the ownership interests in Lessee, as applicable) any non-monetary default that by its nature is impossible for the Leasehold Mortgagee to cure, despite gaining possession of the Premises (an “Uncurable Default”) shall be deemed cured for purposes of terminating the Lease, as between Lessor and the Leasehold Mortgagee (or Lessee, as applicable) such that Lessor shall not terminate this Synthetic Lease by reason of such Uncurable Default. For the avoidance of doubt, nothing herein shall require any Leasehold Mortgagee to attempt to cure an Uncurable Default in order to comply with and be entitled to the benefits of the rights set forth in Section 21 with respect to all other monetary defaults and non-monetary defaults. Leasehold Mortgagee shall not be responsible for curing any defaults by Lessee under the Cross-Marketing Agreement first arising or accruing prior to date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable), but shall be responsible for complying with the terms of the Cross-Marketing Agreement from and after such date. 21.2.5. The right of Lessor to terminate this Lease for cessation of operations pursuant to Section 25.3 shall be subject to, and conditioned upon, Lessor having first given to each Leasehold Mortgagee of which Lessor has been advised in writing, including an address for notices to such Leasehold Mortgagee, written notice of such Event of Default as required under Section 21.2.2 and such Leasehold Mortgagees having failed to remedy such Event of Default or acquire Lessee’s leasehold estate hereunder or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in Section 21.2.4. 21.2.6. If any Leasehold Mortgagee is prohibited from commencing or prosecuting Leasehold Foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee or its direct and/or indirect owners, the times specified in Section 21.2.4 for commencing or prosecuting Leasehold Foreclosure or other proceedings shall be extended for the period of the prohibition, provided that the Leasehold Mortgagee shall have fully cured any Event of Default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay currently those monetary obligations as and when the same fall due. 21.2.7. Lessor agrees that the names of each Leasehold Mortgagee may be added by Lessee to the “Mortgagee Endorsement” of any and all insurance policies required to be carried by Lessee under this Lease on condition that the insurance proceeds are to be applied in the manner specified in this Lease. 21.2.8. Leasehold Foreclosure of any Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate hereunder from Lessee to any Leasehold Mortgagee or its designee through, or in lieu of, Leasehold Foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any provision of or an Event of Default under this Lease, and upon such Leasehold Foreclosure, sale or conveyance, Lessor shall recognize the purchaser or other transferee in connection therewith as the Lessee hereunder. 21.2.9. In the event any Leasehold Mortgagee or its designee becomes the Lessee under this Lease (or the owner of direct and/or indirect ownership interests in Lessee, as applicable), such Leasehold Mortgagee or its designee (or the Lessee, as applicable) shall, subject to the foreclosing lender’s obligation to cure all but the Uncurable Defaults, be personally liable for the obligations of Lessee under this Lease or a new lease only for the period that the Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder, and only to the extent provided in this Lease or such new lease. 21.2.10. Subject to Applicable Laws, the senior Leasehold Mortgagee may reserve the right to apply to its Leasehold Mortgage debt all, or any part, of Lessee’s share of the proceeds from any insurance policies arising from a Casualty pursuant to the debts secured by such Leasehold Mortgage, up to the amount of indebtedness secured by the Leasehold Mortgage. 21.2.11. Whichever party has the primary obligation to notify any Leasehold Mortgagee hereunder shall give each such Leasehold Mortgagee of which the parties have been notified (including an address for notices), notice of any litigation, or condemnation proceedings, or of any pending adjustment of insurance claims as each may relate to the Premises, and any Leasehold Mortgagee shall have the right, at Leasehold Mortgagee’s expense, to intervene therein and to be made a party to such proceedings. The parties hereto do hereby Loan Lenders consent to such interventionrejection. In the event that the Synthetic Lease Loan Lenders reject any sale of any Leased Property pursuant to Section 14.6 of the Lease, the Lessor agrees to take such action as the Synthetic Lease Lenders request to effect a sale or other disposition of such Leased Property, PROVIDED that (i) the Lessor shall not be required to expend its own funds in connection therewith or take any action that would, in the Lessor's reasonable judgment, expose the Lessor to expense, liability, loss or damage unless the Synthetic Lease Lenders provide to the Lessor an indemnity, in a form and substance reasonably acceptable to the Lessor, for such liability, or expense, or unless and until the Synthetic Lease Lenders advance to the Lessor an amount that is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's PRO RATA share thereof, if any), (ii) Lessor shall not be required to undertake any action that would be a violation of Applicable Law (as that term is defined in the Master Agreement) and (iii) the Lessor shall not be required to under take any such Leasehold Mortgagee shall not elect action that would cause the Lessor to intervene violate, or become a party to the proceedingsbe in default under, such Leasehold Mortgagee shall receive notice and a copy of any award or decision made in connection therewith, but any such intervention shall not diminish Lessor’s rights under this Lease. For avoidance of doubt, the parties acknowledge and agree that Lessee shall have the primary obligation to notify any of its Leasehold Mortgagees under this other agreements or contracts; provided that such other agreements or contracts do not preclude any Synthetic Lease Lender from exercising any of its remedies expressly set forth in the Operative Documents. In the event that the Construction Administrative Agent returns any Leased Property to the Lessor pursuant to Section 21.2.11; provided5.3(a) of the Construction Agency Agreement, howeverunless all of the related Synthetic Lease Loans are paid in full, the Lessor agrees to take such action as the Synthetic Lease Lenders request to complete the Construction, or to effect a sale or other disposition, of such Leased Property, PROVIDED that (i) the Lessor shall give notices not be required to expend its own funds in connection therewith or take any such Leasehold Mortgagees as required under this Lease. 21.2.12. If required by Leasehold Mortgageeaction that would, in the Lessor's reasonable judgment, expose the Lessor shall execute a written agreement (a “Consent Agreement”) among Lessorto expense, Lessee and Leasehold Mortgageeliability, loss or damage unless the Synthetic Lease Lenders provide to the Lessor an indemnity, in a commercially reasonable written agreement as form and substance reasonably approved by acceptable to the Lessor, for non-recourse financingsuch liability, as may or expense, or unless and until the Synthetic Lease Lenders advance to the Lessor an amount that is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's PRO RATA share thereof, if any), (ii) Lessor shall not be required by Lessee or Leasehold Mortgagee, pursuant to which undertake any action that would be a violation of Applicable Law (as that term is defined in the Master Agreement) and (iii) the Lessor shall acknowledge not be required to under take any such action that would cause the existence Lessor to violate, or be in default under, any of the Leasehold Mortgage, and, subject to the limitations its other agreements or contracts; provided that such other agreements or contracts do not preclude any Synthetic Lease Lender from exercising any of its remedies expressly set forth in Section 21.3 belowthe Operative Documents. During the Construction Term for each Leased Property, make certain commercially reasonable undertakings for the benefit Lessor agrees to assume liability for, and to indemnify, protect, defend, save and hold harmless the Administrative Agent and each Synthetic Lease Loan Lender, on an After-Tax Basis (as that term is defined in the Master Agreement) from and against, any and all Claims (as that term is defined in the Master Agreement) that may be imposed on, incurred by or asserted or threatened to be asserted against the Administrative Agent or any Synthetic Lease Loan Lender, in any way relating to or arising out of the Leasehold Mortgagee thereundercircumstances set forth in clauses (i) through (iv) of the first sentence of Section 3.3 of the Construction Agency Agreement, including, without limitation, providing copies of PROVIDED that the Lessor shall only be obligated pursuant to this sentence to the extent that the Lessor receives payment from the Construction Administrative Agent (as defined in the Master Agreement) or any notices that Lessor may from time other Person with respect to time deliver to Lessee under this Leasesuch Claim.

Covenants of Lessor. If Lessee or any of its direct and/or indirect owners shall execute a Leasehold Mortgage in favor of a Qualified Lender in accordance with this Section 21, Lessor agrees that so long as such Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holders of any such Leasehold Mortgage to Lessor, the following provisions shall apply: 21.2.1. There shall be no cancellation, termination (except in accordance with Section 25.3 and Section 25.5 25.5), surrender, waiver, acceptance of surrender, amendment, change or modification of this Lease without the prior written consent of each Leasehold Mortgagee. Any action requiring the consent of Leasehold Mortgagee hereunder that is taken without such written consent, shall be null and void and of no force or effect, and shall not be binding on any Leasehold Mortgagee (or, following a Leasehold Mortgage Foreclosure, Lessee). 21.2.2. Lessor shall, upon Lessor (or any Person acting on behalf of Lessor) serving Lessee with any notice which would lead to an Event of Default or any termination pursuant to Section 25.3 (to the extent that notice to Lessee is required under such section), simultaneously serve (or cause such Person acting on behalf of Lessor to serve) a copy of such notice upon each Leasehold Mortgagee who has delivered to Lessor a written request for such notices, including an address for notices to such Leasehold Mortgagee. 21.2.3. Each Leasehold Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, to pay all of the Lessor’s Participation Payment or any other charges due hereunder, with all due interest and late charges, to purchase any insurance, to pay any Impositions, to make any repairs, replacements or improvements, to do any other act or thing required of Lessee hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions hereof, including without limitation those necessary to prevent termination of this Lease. As against Lessor, any Leasehold Mortgagee and its agents and contractors shall have full access to the Premises for purposes of accomplishing any of the foregoing during the Lease Term, provided that the Leasehold Mortgagee shall be required to comply with Section 11.3 of this Lease with respect to any work to be performed on the Premises by the Leasehold Mortgagee or its agents or contractors. Any of the foregoing done by any Leasehold Mortgagee shall be as effective (including without limitation to prevent a termination of this Lease) as the same would have been if done by Lessee. 21.2.4. Anything contained in this Lease notwithstanding, if Lessor is entitled to terminate this Lease pursuant to Section 25.3, Lessor shall not be entitled to terminate this Lease, and any notice of same shall be rendered void, if the Leasehold Mortgagee shall cure the Event of Default described in Section 25.3 within the time period granted to Lessee hereunder. Notwithstanding anything to the contrary set forth herein, following the date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable) any non-monetary default that by its nature is impossible for the Leasehold Mortgagee to cure, despite gaining possession of the Premises (an “Uncurable Default”) shall be deemed cured for purposes of terminating the Lease, as between Lessor and the Leasehold Mortgagee (or Lessee, as applicable) such that Lessor shall not terminate this Lease by reason of such Uncurable Default. For the avoidance of doubt, nothing herein shall require any Leasehold Mortgagee to attempt to cure an Uncurable Default in order to comply with and be entitled to the benefits of the rights set forth in Section 21 with respect to all other monetary defaults and non-monetary defaults. Leasehold Mortgagee shall not be responsible for curing any defaults by Lessee under the Cross-Marketing Agreement first arising or accruing prior to date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable), but shall be responsible for complying with the terms of the Cross-Marketing Agreement from and after such date. 21.2.5. The right of Lessor to terminate this Lease for cessation of operations pursuant to Section 25.3 shall be subject to, and conditioned upon, Lessor having first given to each Leasehold Mortgagee of which Lessor has been advised in writing, including an address for notices to such Leasehold Mortgagee, written notice of such Event of Default as required under Section 21.2.2 and such Leasehold Mortgagees having failed to remedy such Event of Default or acquire Lessee’s leasehold estate hereunder or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in Section 21.2.4. 21.2.6. If any Leasehold Mortgagee is prohibited from commencing or prosecuting Leasehold Foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee or its direct and/or indirect owners, the times specified in Section 21.2.4 for commencing or prosecuting Leasehold Foreclosure or other proceedings shall be extended for the period of the prohibition, provided that the Leasehold Mortgagee shall have fully cured any Event of Default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay currently those monetary obligations as and when the same fall due. 21.2.7. Lessor agrees that the names of each Leasehold Mortgagee may be added by Lessee to the “Mortgagee Endorsement” of any and all insurance policies required to be carried by Lessee under this Lease on condition that the insurance proceeds are to be applied in the manner specified in this Lease. 21.2.8. Leasehold Foreclosure of any Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate hereunder from Lessee to any Leasehold Mortgagee or its designee through, or in lieu of, Leasehold Foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any provision of or an Event of Default under this Lease, and upon such Leasehold Foreclosure, sale or conveyance, Lessor shall recognize the purchaser or other transferee in connection therewith as the Lessee hereunder. 21.2.9. In the event any Leasehold Mortgagee or its designee becomes the Lessee under this Lease (or the owner of direct and/or indirect ownership interests in Lessee, as applicable), such Leasehold Mortgagee or its designee (or the Lessee, as applicable) shall, subject to the foreclosing lender’s obligation to cure all but the Uncurable Defaults, be personally liable for the obligations of Lessee under this Lease or a new lease only for the period that the Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder, and only to the extent provided in this Lease or such new lease. 21.2.10. Subject to Applicable Laws, the senior Leasehold Mortgagee may reserve the right to apply to its Leasehold Mortgage debt all, or any part, of Lessee’s share of the proceeds from any insurance policies arising from a Casualty pursuant to the debts secured by such Leasehold Mortgage, up to the amount of indebtedness secured by the Leasehold Mortgage. 21.2.11. Whichever party has the primary obligation to notify any Leasehold Mortgagee hereunder shall give each such Leasehold Mortgagee of which the parties have been notified (including an address for notices), notice of any litigation, or condemnation proceedings, or of any pending adjustment of insurance claims as each may relate to the Premises, and any Leasehold Mortgagee shall have the right, at Leasehold Mortgagee’s expense, to intervene therein and to be made a party to such proceedings. The parties hereto do hereby consent to such intervention. In the event that any such Leasehold Mortgagee shall not elect to intervene or become a party to the proceedings, such Leasehold Mortgagee shall receive notice and a copy of any award or decision made in connection therewith, but any such intervention shall not diminish Lessor’s rights under this Lease. For avoidance of doubt, the parties acknowledge and agree that Lessee shall have the primary obligation to notify any of its Leasehold Mortgagees under this Section 21.2.11; provided, however, Lessor shall give notices to any such Leasehold Mortgagees as required under this Lease. 21.2.12. If required by Leasehold Mortgagee, Lessor shall execute a written agreement (a “Consent Agreement”) among Lessor, Lessee and Leasehold Mortgagee, in a commercially reasonable written agreement as reasonably approved by Lessor, for non-recourse financing, as may be required by Lessee or Leasehold Mortgagee, pursuant to which Lessor shall acknowledge the existence of the Leasehold Mortgage, and, subject to the limitations set forth in Section 21.3 below, make certain commercially reasonable undertakings for the benefit of the Leasehold Mortgagee thereunder, including, without limitation, providing copies of any notices that Lessor may from time to time deliver to Lessee under this Lease.

Covenants of Lessor. If Lessee So long as any Synthetic Lease Loan Lender's Synthetic Lease Loan Commitment remains in effect, any Synthetic Lease Loan remains outstanding and unpaid or any of other amount is owing to any Synthetic Lease Loan Lender with respect to its direct and/or indirect owners shall execute a Leasehold Mortgage Funding Party Balances (as that term is defined in favor of a Qualified Lender the Master Agreement), subject to Section 10.02 hereof, the Lessor will promptly pay all amounts payable by it under this Agreement and the Notes issued by it in accordance with the terms hereof and thereof and shall duly perform each of its obligations under this Section 21, Agreement and the Notes. The Lessor agrees that so long as such Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by to provide to the holders of any such Leasehold Mortgage to Lessor, the following provisions shall apply: 21.2.1. There shall be no cancellation, termination (except in accordance with Section 25.3 and Section 25.5 ), surrender, waiver, acceptance of surrender, amendment, change or modification of this Lease without the prior written consent Agent a copy of each Leasehold Mortgagee. Any action requiring estoppel certificate that the consent of Leasehold Mortgagee hereunder that is taken without such written consent, shall be null and void and of no force or effect, and shall not be binding on any Leasehold Mortgagee (or, following a Leasehold Mortgage Foreclosure, Lessee). 21.2.2. Lessor shall, upon Lessor (or any Person acting on behalf of Lessor) serving Lessee with any notice which would lead proposes to an Event of Default or any termination deliver pursuant to Section 25.3 (to 17.13 of the extent that notice to Lessee is required under such section), simultaneously serve (or cause such Person acting on behalf of Lessor to serve) a copy of such notice upon each Leasehold Mortgagee who has delivered to Lessor a written request for such notices, including an address for notices Lease at least five days prior to such Leasehold Mortgagee. 21.2.3. Each Leasehold Mortgagee shall have delivery and to make any corrections thereto reasonably requested by the right, but not the obligation, at any time Agent prior to termination such delivery. The Lessor shall keep each Leased Property owned by it free and clear of this Lease, all Lessor Liens (as that term is defined in the Master Agreement). The Lessor shall not reject any sale of any Leased Property pursuant to pay Section 14.6 of the Lease unless all of the Lessor’s Participation Payment or any other charges due hereunder, with all due interest and late charges, to purchase any insurance, to pay any Impositions, to make any repairs, replacements or improvements, to do any other act or thing required of Lessee hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions hereof, including without limitation those necessary to prevent termination of this Lease. As against Lessor, any Leasehold Mortgagee and its agents and contractors shall have full access to the Premises for purposes of accomplishing any of the foregoing during the related Synthetic Lease Term, provided that the Leasehold Mortgagee shall be required to comply with Section 11.3 of this Lease with respect to any work to be performed on the Premises by the Leasehold Mortgagee or its agents or contractors. Any of the foregoing done by any Leasehold Mortgagee shall be as effective (including without limitation to prevent a termination of this Lease) as the same would Loans have been if done by Lessee. 21.2.4. Anything contained paid in this Lease notwithstanding, if Lessor is entitled to terminate this Lease pursuant to Section 25.3, Lessor shall not be entitled to terminate this Lease, and any notice of same shall be rendered void, if the Leasehold Mortgagee shall cure the Event of Default described in Section 25.3 within the time period granted to Lessee hereunder. Notwithstanding anything to the contrary set forth herein, following the date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (full or the ownership interests in Lessee, as applicable) any non-monetary default that by its nature is impossible for the Leasehold Mortgagee to cure, despite gaining possession of the Premises (an “Uncurable Default”) shall be deemed cured for purposes of terminating the Lease, as between Lessor and the Leasehold Mortgagee (or Lessee, as applicable) such that Lessor shall not terminate this Synthetic Lease by reason of such Uncurable Default. For the avoidance of doubt, nothing herein shall require any Leasehold Mortgagee to attempt to cure an Uncurable Default in order to comply with and be entitled to the benefits of the rights set forth in Section 21 with respect to all other monetary defaults and non-monetary defaults. Leasehold Mortgagee shall not be responsible for curing any defaults by Lessee under the Cross-Marketing Agreement first arising or accruing prior to date on which the Leasehold Mortgagee (or its Affiliate) obtains title to and possession of the Premises (or the ownership interests in Lessee, as applicable), but shall be responsible for complying with the terms of the Cross-Marketing Agreement from and after such date. 21.2.5. The right of Lessor to terminate this Lease for cessation of operations pursuant to Section 25.3 shall be subject to, and conditioned upon, Lessor having first given to each Leasehold Mortgagee of which Lessor has been advised in writing, including an address for notices to such Leasehold Mortgagee, written notice of such Event of Default as required under Section 21.2.2 and such Leasehold Mortgagees having failed to remedy such Event of Default or acquire Lessee’s leasehold estate hereunder or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in Section 21.2.4. 21.2.6. If any Leasehold Mortgagee is prohibited from commencing or prosecuting Leasehold Foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee or its direct and/or indirect owners, the times specified in Section 21.2.4 for commencing or prosecuting Leasehold Foreclosure or other proceedings shall be extended for the period of the prohibition, provided that the Leasehold Mortgagee shall have fully cured any Event of Default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay currently those monetary obligations as and when the same fall due. 21.2.7. Lessor agrees that the names of each Leasehold Mortgagee may be added by Lessee to the “Mortgagee Endorsement” of any and all insurance policies required to be carried by Lessee under this Lease on condition that the insurance proceeds are to be applied in the manner specified in this Lease. 21.2.8. Leasehold Foreclosure of any Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate hereunder from Lessee to any Leasehold Mortgagee or its designee through, or in lieu of, Leasehold Foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any provision of or an Event of Default under this Lease, and upon such Leasehold Foreclosure, sale or conveyance, Lessor shall recognize the purchaser or other transferee in connection therewith as the Lessee hereunder. 21.2.9. In the event any Leasehold Mortgagee or its designee becomes the Lessee under this Lease (or the owner of direct and/or indirect ownership interests in Lessee, as applicable), such Leasehold Mortgagee or its designee (or the Lessee, as applicable) shall, subject to the foreclosing lender’s obligation to cure all but the Uncurable Defaults, be personally liable for the obligations of Lessee under this Lease or a new lease only for the period that the Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder, and only to the extent provided in this Lease or such new lease. 21.2.10. Subject to Applicable Laws, the senior Leasehold Mortgagee may reserve the right to apply to its Leasehold Mortgage debt all, or any part, of Lessee’s share of the proceeds from any insurance policies arising from a Casualty pursuant to the debts secured by such Leasehold Mortgage, up to the amount of indebtedness secured by the Leasehold Mortgage. 21.2.11. Whichever party has the primary obligation to notify any Leasehold Mortgagee hereunder shall give each such Leasehold Mortgagee of which the parties have been notified (including an address for notices), notice of any litigation, or condemnation proceedings, or of any pending adjustment of insurance claims as each may relate to the Premises, and any Leasehold Mortgagee shall have the right, at Leasehold Mortgagee’s expense, to intervene therein and to be made a party to such proceedings. The parties hereto do hereby Loan Lenders consent to such interventionrejection. In the event that the Synthetic Lease Loan Lenders reject any sale of any Leased Property pursuant to Section 14.6 of the Lease, the Lessor agrees to take such Leasehold Mortgagee action as the Synthetic Lease Lenders reasonably request to effect a sale or other disposition of such Leased Property, PROVIDED that the Lessor shall not elect be required to intervene expend its own funds in connection with such sale or become a party disposition. In the event that the Construction Agent returns any Leased Property to the proceedingsLessor pursuant to Section 5.3(a) of the Construction Agency Agreement, unless all of the related Synthetic Lease Loans are paid in full, the Lessor agrees to take such Leasehold Mortgagee action as the Synthetic Lease Lenders reasonably request to complete the Construction, or to effect a sale or other disposition, of such Leased Property, PROVIDED that the Lessor shall receive notice and a copy of any award or decision made not be required to expend its own funds in connection therewith, but any such intervention shall not diminish Lessor’s rights under this Lease. For avoidance of doubtDuring the Construction Term for each Leased Property, the parties acknowledge Lessor agrees to assume liability for, and agree to indemnify, protect, defend, save and hold harmless the Agent and each Synthetic Lease Loan Lender, on an After-Tax Basis (as that Lessee shall have term is defined in the primary obligation Master Agreement) from and against, any and all Claims (as that term is defined in the Master Agreement) that may be imposed on, incurred by or asserted or threatened to notify be asserted against the Agent or any of its Leasehold Mortgagees under this Section 21.2.11; provided, however, Lessor shall give notices to any such Leasehold Mortgagees as required under this Lease. 21.2.12. If required by Leasehold Mortgagee, Lessor shall execute a written agreement (a “Consent Agreement”) among Lessor, Lessee and Leasehold MortgageeSynthetic Lease Loan Lender, in a commercially reasonable written agreement as reasonably approved by Lessor, for non-recourse financing, as may be required by Lessee any way relating to or Leasehold Mortgagee, pursuant to which Lessor shall acknowledge the existence arising out of the Leasehold Mortgage, and, subject to the limitations circumstances set forth in Section 21.3 below, make certain commercially reasonable undertakings for the benefit clauses (i) through (iv) of the Leasehold Mortgagee thereunderfirst sentence of Section 3.3 of the Construction Agency Agreement, including, without limitation, providing copies of PROVIDED that the Lessor shall only be obligated pursuant to this sentence to the extent that the Lessor receives payment from the Construction Agent or any notices that Lessor may from time other Person with respect to time deliver to Lessee under this Leasesuch Claim.