Common use of Leasehold Financing Clause in Contracts

Leasehold Financing. (a) Landlord acknowledges and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment in lieu of foreclosure, or otherwise. In such event, the Successor-Tenant shall succeed to the rights of Tenant under this Lease, including the right to possession of the Leased Premises, in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, the same as if such Successor-Tenant were the original tenant hereunder.

Leasehold Financing. (a) Landlord acknowledges Notwithstanding anything to the contrary contained in this Lease, at any time and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all or of its the leasehold estate hereunderhereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and property and rights for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in and this Lease. Notwithstanding anything to the Leased Premises granted to it under contrary continued in this Lease, as security for the payment of an indebtedness any Mortgagee (any and all of which are herein referred or other person or entity) that succeeds to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon TenantLessee’s leasehold estate hereunder and Tenant’s interests interest in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through by way of foreclosure, assignment in lieu of foreclosure, foreclosure or otherwise. In such event, the Successor-Tenant shall succeed exercise of any other remedies relating to the rights enforcement of Tenant any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, including no merger shall result therefrom and both the right to possession leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of the Leased Premises, default or other notice provided for in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if such Successor-Tenant were the original tenant hereundersame had been done by Lessee.

Leasehold Financing. (a) Landlord acknowledges Subject to Landlord’s rights under Sections 8.2 and agrees that 8.3 Tenant may from time to at any time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment term of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Lease subject Tenant’s leasehold estate hereunder and Tenant’s interests in attendant rights created under this Lease and to one or more mortgages as security for a loan or loans or other obligations of Tenant; provided that Tenant shall not encumber have power to create any encumbrance that shall, constitute in any way a lien or encumbrance on the Landlord’s fee simple interest in the Land. The holder or holders of any lien created by a mortgage secured by Tenant’s leasehold estate are referred to herein as “Leasehold Mortgagees.” A Leasehold Mortgagee or its assigns may enforce its lien and acquire title to the Center or leasehold estate in any lawful way and, pending foreclosure of the Leased Premises. Pursuant to any such Leasehold Mortgagelien, the Leasehold Mortgagee may take possession of the Land and operate any business and, perform all obligations of Tenant, and on foreclosure of the lien by power of sale, judicial foreclosure, or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in on acquisition of the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment by deed in lieu of foreclosure, or otherwise. In such eventthe Leasehold Mortgagee may, on notice to Landlord, sell and assign the Successor-Tenant shall succeed leasehold estate hereby created subject to the rights of same limitations or conditions, if any, applicable to the Tenant under this Lease. The Leasehold Mortgages or any person or entity acquiring the leasehold estate shall be liable to perform Tenant’s obligations under this Lease only during the period, including if any, in which such person has ownership of the right to leasehold estate or possession of the Leased PremisesLand. For as long as there is any leasehold mortgage in effect, Tenant and Landlord hereby expressly stipulate and agree that they will not modify this Lease in which event Landlord any way nor cancel this Lease by mutual agreement without the written consent of the Leasehold Mortgagee having that leasehold mortgage. A Leasehold Mortgagee shall recognize the Successor-Tenant have such further rights and responsibilities as the tenant under hereinafter set forth in Paragraph 16.5 of this Lease, the same as if such Successor-Tenant were the original tenant hereunder.

Leasehold Financing. (a) Landlord acknowledges and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “"Leasehold Mortgage” " and the holder thereof is herein referred to as “"Leasehold Mortgagee”"). Any such Leasehold Mortgage shall be a lien only upon Tenant’s 's leasehold estate hereunder and Tenant’s 's interests in this Lease and shall not encumber Landlord’s 's fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “"Successor-Tenant”") may acquire title to Tenant’s 's interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment in lieu of foreclosure, or otherwise. In such event, the Successor-Tenant shall succeed to the rights of Tenant under this Lease, including the right to possession of the Leased Premises, in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, the same as if such Successor-Tenant were the original tenant hereunder.

Leasehold Financing. (a) This Section 15.5 will apply when Tenant provides Landlord acknowledges and agrees that Tenant may from time to time during the term, without the consent with notice of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral an assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and Lease to the Leased Premises granted to it under this Lease, a lender ("Tenant's Lender") as security for the payment of an indebtedness (any with the identity of and address for notices to Tenant's Lender and a request by Tenant's Lender for all of which are herein referred notices to as a “Leasehold Mortgage” and the holder thereof is herein referred Tenant pursuant to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and shall not encumber Landlord’s fee simple title be also given to Tenant's Lender. Thereafter, no notice to Tenant will be effective, unless the Center or the Leased Premisesnotice is also given concurrently to Tenant's Lender. Pursuant In addition to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title other rights granted to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment in lieu of foreclosure, or otherwise. In such event, the Successor-Tenant shall succeed to the rights of Tenant under this Lease, including without limitation this Article 15 and Section 8.4, Tenant shall have the right to mortgage and otherwise encumber its leasehold estate and its Improvements, and other property located on the Premises (as well as all other rights and easements granted to Tenant under this Lease), and such mortgage or encumbrance, and any sale, conveyance, or assignment pursuant thereto (whether by foreclosure or conveyance in lieu thereof) shall be deemed permitted assignments of this Lease. Provided Tenant is not in breach under this Lease beyond the applicable cure period, Landlord will agree not to change or accept the surrender of this Lease by Tenant, without the consent of Tenant's Lender. If Tenant fails to cure a default after due notice, Tenant's Lender shall, within five (5) days after end of the applicable grace period, have the right to give Landlord notice of the election of Tenant's Lender to undertake to cure all defaults of Tenant. If Tenant's Lender makes an election to cure, lender shall: (a) promptly begin performance of all the obligations of Tenant that Tenant's Lender is reasonably able to perform; and (b) begin and diligently pursue all steps necessary to obtain possession of the Leased PremisesPremises by foreclosure or otherwise. Landlord will suspend the exercise of the remedies of Landlord during the time lender is performing the foregoing. In the event the interest of Tenant in this Lease is terminated by Tenant's Lender or as a result of rejection of this Lease by a bankruptcy trustee, Landlord shall, on the request of Tenant's Lender, recognize Tenant's Lender as the tenant of the Premises and enter into a new Lease with Tenant's Lender on the same provisions contained in this Lease. Upon foreclosure, Tenant's Lender may, without consent of Landlord, assign this Lease to a third party that assumes and agrees to perform all of the obligations of Tenant, in which event Landlord case Tenant's Lender shall recognize the Successor-Tenant as the tenant be automatically released from further responsibility under this Lease. The assignee may use the Premises for any lawful purpose, the same as if such Successor-Tenant were the original tenant hereundersubject to all other provisions of this Lease.

Leasehold Financing. Whenever Tenant shall not be in default under the terms and conditions of this Lease and if permitted by the terms of any mortgage now or hereafter secured by the premises and given by Landlord, Tenant shall have the right to mortgage its leasehold interest in this Lease. If Tenant does so, Landlord agrees as follows: (a) Landlord acknowledges and agrees that Tenant may from time shall not agree to time during the termany modification, without the consent of Landlord, mortgage amendment or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment termination of this LeaseLease without first obtaining the prior written approval of Tenant's leasehold mortgagee (the "Mortgagee"), lease/sublease-backwhich approval shall not be unreasonably withheld, and/or assignment/leasebackprovided, any and/or all of however, that this provision shall not impair Landlord's right to terminate this Lease pursuant to its leasehold estate hereunderterms due to a default hereunder by Tenant, and property and rights in and subject to the Leased Premises granted to it provisions of this Article 11.05, (b) Landlord shall notify Mortgagee in writing of any default by Tenant under this LeaseLease at the time notice is sent to Tenant and Mortgagee shall then have the right, as security for but not the payment of an indebtedness (any and all of which are herein referred obligation, to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to correct any such Leasehold Mortgage, default within the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title time allotted to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment in lieu of foreclosure, or otherwise. In such event, the Successor-Tenant shall succeed to the rights of Tenant under this Lease, (c) If for any reason whatsoever, including the right disaffirmance or rejection of this Lease in a bankruptcy proceeding, this Lease shall terminate or come to possession an end during the term of the Leased PremisesMortgagee's mortgage, in which event Landlord shall recognize enter into a new lease with Mortgagee on the Successor-Tenant same terms and conditions as the tenant under this Lease, (d) Mortgagee shall not be liable for the same performance of this Lease except during such time as Mortgagee shall be in possession due to foreclosure or other acquisition of the leasehold estate, and upon subsequent assignment of this Lease by Mortgagee, Mortgagee shall remain liable for the performance of the obligations of Tenant under any substitute lease entered into between Mortgagee and Landlord. Landlord shall enter into an agreement in recordable form with Mortgagee, if so requested by Mortgagee, containing the foregoing terms and conditions. Except as expressly stated in this Section, no Mortgagee, nor anyone who claims by, through or under such Successor-mortgagee shall acquire any greater or more extended rights then Tenant were has under this Lease and any such mortgage shall in every respect be subject and subordinate to all conditions and terms of this Lease and the original tenant hereunderrights of Landlord herein as well as in respect to all improvements located on the premises. In no event shall Landlord be liable to pay any such leasehold mortgage.

Leasehold Financing. (a) Landlord acknowledges Subject to Landlord’s rights under Sections 8.2 and agrees that 8.3 Tenant may from time to at any time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment term of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Lease subject Tenant’s leasehold estate hereunder and Tenant’s interests in attendant rights created under this Lease and to one or more mortgages as security for a loan or loans or other obligations of Tenant; provided that Tenant shall not encumber have power to create any encumbrance that shall, constitute in any way a lien or encumbrance on the Landlord’s fee simple interest in the Land. The holder or holders of any lien created by a mortgage secured by Tenant’s leasehold estate are referred to herein as “Leasehold Mortgagees.” A Leasehold Mortgagee or its assigns may enforce its lien and acquire title to the Center or leasehold estate in any lawful way and, pending foreclosure of the Leased Premises. Pursuant to any such Leasehold Mortgagelien, the Leasehold Mortgagee may take possession of the Land and operate any business and, perform all obligations of Tenant, and on foreclosure of the lien by power of sale, judicial foreclosure, or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in on acquisition of the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through foreclosure, assignment by deed in lieu of foreclosure, or otherwise. In such eventthe Leasehold Mortgagee may, on notice to Landlord, sell and assign the Successor-Tenant shall succeed leasehold estate hereby created subject to the rights of same limitations or conditions, if any, applicable to the Tenant under this Lease. The Leasehold Mortgagee or any person or entity acquiring the leasehold estate shall be liable to perform Tenant’s obligations under this Lease only during the period, including if any, in which such person has ownership of the right to leasehold estate or possession of the Leased PremisesLand. For as long as there is any leasehold mortgage in effect, Tenant and Landlord hereby expressly stipulate and agree that they will not modify this Lease in which event Landlord any way nor cancel this Lease by mutual agreement without the written consent of the Leasehold Mortgagee having that leasehold mortgage. A Leasehold Mortgagee shall recognize the Successor-Tenant have such further rights and responsibilities as the tenant under hereinafter set forth in Paragraph 16.5 of this Lease, the same as if such Successor-Tenant were the original tenant hereunder.

Leasehold Financing. (a) Notwithstanding anything to the contrary contained in this Lease, Landlord acknowledges and agrees that Tenant may from time to time during the termTerm, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment of this Lease, lease/sublease-back, and/or assignment/leasebackleaseback and/or direct ownership of the Improvements, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “"Leasehold Mortgage” " and the holder thereof is herein referred to as “Leasehold "Tenant's Mortgagee”"). Any such Leasehold Mortgage shall be a lien only upon Tenant’s 's leasehold estate hereunder and Tenant’s 's interest in the Premises but shall not be a lien upon the fee title to the Premises, upon Landlord's interests in this Lease Lease, or upon Landlord's reversionary interest in the Improvements. Tenant's Mortgagee or its assigns may enforce such Leasehold Mortgage and shall not encumber Landlord’s fee simple acquire title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-leasehold estate and Tenant”) may acquire title to Tenant’s 's interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited toand in connection therewith Tenant Mortgagee may take possession of and rent the Premises, through foreclosure, assignment in lieu and upon the Tenant Mortgagee's exercise of foreclosure, or otherwise. In such eventits rights under the Leasehold Mortgage, the Successor-Tenant Mortgagee may, with the consent of Landlord, which consent shall succeed to not be unreasonably withheld or delayed, sell and assign the rights of Tenant under this Lease, including leasehold estate hereby created and Tenant's interest in the right to possession of the Leased Premises, in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, the same as if such Successor-Tenant were the original tenant hereunder.

Leasehold Financing. (a) Landlord acknowledges Notwithstanding anything to the contrary contained in this Lease, at any time and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all or of its the leasehold estate hereunderhereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound to Lessor by the terms of this Lease and thereafter to the new Lease entered into by Lessor and Mortgagee as set forth in the Termination provision below. . Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and property and rights for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Xxxxxx’s interest in and this Lease. Notwithstanding anything to the Leased Premises granted to it under contrary continued in this Lease, as security for the payment of an indebtedness any Mortgagee (any and all of which are herein referred or other person or entity) that succeeds to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon TenantLessee’s leasehold estate hereunder and Tenant’s interests interest in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through by way of foreclosure, assignment in lieu of foreclosure, foreclosure or otherwise. In such event, the Successor-Tenant shall succeed exercise of any other remedies relating to the rights enforcement of Tenant any leasehold mortgage may assign this Lease with the prior consent of Lessor (which shall not be unreasonably withheld, conditioned or delayed) to any telecommunications company (including its subsidiaries) with assets in excess of One Hundred Million Dollars ($100,000,000). When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Xxxxxx agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Xxxxxx and Xxxxxx without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, including no merger shall result therefrom and both the right to possession of the Leased Premises, in which event Landlord leasehold and reversionary interests shall recognize the Successor-Tenant as the tenant under this Lease, the same as if such Successor-Tenant were the original tenant hereundercontinue.

Leasehold Financing. (a) Landlord acknowledges Notwithstanding anything to the contrary contained in this Lease, at any time and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all or of its the leasehold estate hereunderhereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and property and rights for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Xxxxxx’s interest in and this Lease. Notwithstanding anything to the Leased Premises granted to it under contrary continued in this Lease, as security for the payment of an indebtedness any Mortgagee (any and all of which are herein referred or other person or entity) that succeeds to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon TenantLessee’s leasehold estate hereunder and Tenant’s interests interest in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through by way of foreclosure, assignment in lieu of foreclosure, foreclosure or otherwise. In such event, the Successor-Tenant shall succeed exercise of any other remedies relating to the rights enforcement of Tenant any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Xxxxxx agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Xxxxxx and Xxxxxx without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, including no merger shall result therefrom and both the right to possession leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of the Leased Premises, default or other notice provided for in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Xxxxxx shall accept such performance as if such Successor-Tenant were the original tenant hereundersame had been done by Xxxxxx.

Leasehold Financing. (aA) Landlord acknowledges and agrees that Tenant may from time to time during the termTerm, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “"Leasehold Mortgage” " and the holder thereof is herein referred to as “"Leasehold Mortgagee”"), provided the Leasehold Mortgage contains the provision set forth in paragraph 26.16(B) below. Any such Leasehold Mortgage shall be a lien only upon Tenant’s 's leasehold estate hereunder and Tenant’s 's interests in this Lease and shall not encumber Landlord’s 's fee simple title to the Shopping Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “"Successor-Tenant”") may acquire title to Tenant’s 's interest in the leasehold estate in the Leased Premises in any lawful way, including including, but not limited to, through foreclosure, assignment in lieu of foreclosure, or otherwise. In such event, the Successor-Tenant shall succeed to the rights of Tenant under this Lease, including the right to possession of the Leased Premises, in which event Landlord shall recognize the Successor-Tenant as the tenant Tenant under this Lease, the same as if such Successor-Tenant were the original tenant Tenant hereunder. Tenant shall notify Landlord, in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon Leasehold Mortgagee. Upon such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such Leasehold Mortgagee, and upon written request by Tenant, to execute and deliver to Tenant and Leasehold Mortgagee an agreement whereby Landlord agrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. Landlord does hereby waive any statutory or other lien of Landlord in Tenant's present and after-acquired assets, including among other things, Tenant's inventory and equipment.

Leasehold Financing. (a) Landlord acknowledges Notwithstanding anything to the contrary contained in this Lease, at any time and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all or of its the leasehold estate hereunderhereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound to Lessor by the terms of this Lease and thereafter to the new Lease entered into by Lessor and Mortgagee as set forth in the Termination provision below. . Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and property and rights for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in and this Lease. Notwithstanding anything to the Leased Premises granted to it under contrary continued in this Lease, as security for the payment of an indebtedness any Mortgagee (any and all of which are herein referred or other person or entity) that succeeds to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon TenantLessee’s leasehold estate hereunder and Tenant’s interests interest in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through by way of foreclosure, assignment in lieu of foreclosure, foreclosure or otherwise. In such event, the Successor-Tenant shall succeed exercise of any other remedies relating to the rights enforcement of Tenant any leasehold mortgage may assign this Lease with the prior consent of Lessor (which shall not be unreasonably withheld, conditioned or delayed) to any telecommunications company (including its subsidiaries) with assets in excess of One Hundred Million Dollars ($100,000,000). When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, including no merger shall result therefrom and both the right to possession of the Leased Premises, in which event Landlord leasehold and reversionary interests shall recognize the Successor-Tenant as the tenant under this Lease, the same as if such Successor-Tenant were the original tenant hereundercontinue.

Leasehold Financing. (a) Landlord acknowledges Notwithstanding anything to the contrary contained in this Lease, at any time and agrees that Tenant may from time to time during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all or of its the leasehold estate hereunderhereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and property and rights for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in and this Lease. Notwithstanding anything to the Leased Premises granted to it under contrary contained in this Lease, as security for the payment of an indebtedness any Mortgagee (any and all of which are herein referred or other person or entity) that succeeds to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon TenantLessee’s leasehold estate hereunder and Tenant’s interests interest in this Lease and shall not encumber Landlord’s fee simple title to the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate in the Leased Premises in any lawful way, including but not limited to, through by way of foreclosure, assignment in lieu of foreclosure, foreclosure or otherwise. In such event, the Successor-Tenant shall succeed exercise of any other remedies relating to the rights enforcement of Tenant any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignor shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, including no merger shall result therefrom and both the right to possession leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of the Leased Premises, default or other notice provided for in which event Landlord shall recognize the Successor-Tenant as the tenant under this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the Mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if such Successor-Tenant were the original tenant hereundersame had been done by Lessee.