Common use of Leasehold Interests Clause in Contracts

Leasehold Interests. (a) Subject to all of the terms and conditions of this Agreement, and that certain Fiber Optic Access and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith (the "Fiber Optic Access and Purchase Agreement"), Colonial agrees to lease to PTI the right to use portions of the currently existing Colonial Rights-of-Way and Related Facilities for the uses and purposes described herein (each such portion leased to PTI pursuant to the terms hereof being a "Leasehold Interest"). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land five (5) feet on either side of the centerline of the telecommunication conduits and appurtenances to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction and operation of the "Telecommunications Network" (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereof. (b) In the event that Colonial expands the Colonial System beyond its current boundaries as of the date hereof, and should PTI desire to utilize such expansion, then Colonial and PTI will negotiate in good faith to extend the Leasehold Interests to be granted hereunder to include the additional Colonial Rights-of-Way applicable to such extensions of the Colonial System and to determine the compensation to be received by Colonial therefor. (c) PTI's rights in the Colonial Rights-of-Way and Related Facilities hereunder consist solely of Leasehold Interests subject to the terms of this Agreement and PTI does not acquire hereby any other or additional rights in or to any portion of the Colonial Rights-of-Way or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" (as defined in the Fiber Optic Access and Purchase Agreement), including, without limitation, full rights of access with respect to any portion of the Colonial Rights-of-Way otherwise leased to PTI in order to allow Colonial (or its assignee(s) or licensee(s) to maintain, operate, repair, replace and upgrade the Colonial Conduit as necessary or appropriate.

Leasehold Interests. (a) Subject This Lease is subject to all of the terms terms, covenants, conditions and agreements contained in the Site Leases for the Lease Term. Except as otherwise expressly provided in this Lease, all of the terms, covenants, conditions and agreements contained in the Site Leases, except such as by their nature or purpose are inapplicable or inappropriate to the leasing of the Theatre Properties pursuant to this Lease, are hereby incorporated in and made a part of this Agreement, Lease with the same force and effect as though set forth at length herein and except that certain Fiber Optic Access obligations and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith (the "Fiber Optic Access and Purchase Agreement"), Colonial agrees to lease to PTI the right to use portions liabilities of the currently existing Colonial Rights-of-Way tenant or lessee thereunder are deemed to refer to Tenant hereunder and Related Facilities for all rights, benefits, indemnities and protections in favor of the uses and purposes described herein (each such portion leased to PTI pursuant lessor or landlord thereunder also inure to the terms hereof being a "Leasehold Interest"). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land five (5) feet on either side benefit of the centerline of the telecommunication conduits and appurtenances to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction and operation of the "Telecommunications Network" (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereofLandlord hereunder. (b) In For the event that Colonial expands purposes of this Lease, the Colonial System beyond its current boundaries as provisions of the date hereofSite Leases, and should PTI desire as incorporated herein, are subject to utilize such expansion, then Colonial and PTI will negotiate the following modifications or deletions: (i) in good faith to extend all provisions requiring the Leasehold Interests to be granted hereunder to include the additional Colonial Rights-of-Way applicable to such extensions approval or consent of the Colonial System Landlord, if the approval or consent of the lessor under any of the applicable Site Leases is also required, the Tenant shall be required to obtain the approval or consent of such lessor in addition to the approval or consent of the Landlord; and to determine (ii) the compensation to time limits provided in each of the Site Leases for the giving of notice, making demands, performance of any act, condition or covenant, or the exercise of any right, remedy, or option, are amended for the purpose of this Lease by lengthening or shortening the same in each instance by five (5) days, as appropriate, so that notices may be received given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Colonial thereforthe Landlord or the Tenant, as the case may be, within the same limit relating thereto contained in the Site Leases. (c) PTI's rights in the Colonial Rights-of-Way The Tenant hereunder covenants and Related Facilities hereunder consist solely of Leasehold Interests subject agrees to the terms of this Agreement perform and PTI does not acquire hereby any other or additional rights in or to any portion observe and to cause each permitted sublessee to perform and observe all of the Colonial Rights-of-Way terms, covenants, provisions, conditions and agreements of the Site Leases on the Landlord's part as lessee or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access sublessee thereunder to be performed and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" observed (as defined in the Fiber Optic Access and Purchase Agreement), including, without limitation, full (x) payment of all rent, additional rent, and any other amounts payable by the Landlord as lessee under the Site Leases, (y) surrender of each Theatre Property under the Site Lease applicable thereto in the condition required at the end of the term thereof as if such term end coincided with the expiration or sooner termination of the Lease Term, and (z) reconstruction following a casualty if and to the extent required therein) to the end that all things shall be done which are necessary to keep unimpaired the rights of access the Landlord as lessee under the Site Leases. The Landlord and Tenant further covenant that they shall cause to be exercised any renewal option contained in the Site Leases which relates to renewal occurring in whole or in part during the Lease Term. The Tenant agrees to cooperate fully with respect the Landlord to enforce the Landlord's rights as the lessee under any portion of the Colonial Rights-of-Way otherwise leased Site Leases as against the lessor under any of the Site Leases. (d) The Tenant covenants and agrees pursuant to PTI Section 11 hereof to indemnify and hold harmless the Landlord and any Pledgee from and against any and all Losses arising by reason of the Tenant's or any permitted sublessee's failure to comply with the Site Leases or the provisions of this Section 27 other than to the extent arising, from (i) a Landlord Act or (ii) any breach of any covenant or agreement of Landlord or any Affiliate under this Lease or any Other Lease Document. (e) The Landlord and the Tenant agree that during the Lease Term the Landlord shall have no obligation or responsibility to provide services or equipment required to be provided or repairs or restorations required to be made in order accordance with the provisions of the Site Leases by the lessor thereunder. The Landlord shall in no event be liable to allow Colonial (the Tenant nor shall the obligations of the Tenant hereunder be impaired or the performance thereof excused because of any failure or delay on the part of the Landlord as the lessee under the Site Leases in providing such services or equipment or making such restorations or repairs and such failure or delay shall not constitute a basis for any claim against the Landlord or any offset against any amount payable to the Landlord under this Lease. So long as there is no Event of Default hereunder, the Landlord will reasonably cooperate, at the Tenant's sole cost and expense, to seek from the lessor under any Site Lease the performance by such lessor of its assignee(s) or licensee(s) to maintain, operate, repair, replace and upgrade obligations under the Colonial Conduit as necessary or appropriateapplicable Site Lease.

Leasehold Interests. (a) Subject Each Borrower hereby grants to Agent, for the benefit of the Lender Group, a security interest in, collateral assignment of, and mortgage upon all of such Borrower's Leasehold Interests to secure all Obligations. Each Borrower agrees to execute and deliver to Agent, upon the terms reasonable request of Agent, one or more leasehold mortgages which are acceptable to Agent in Agent's Discretion and conditions its counsel with respect to such Borrower's Leasehold Interests, duly executed and acknowledged on behalf of this Agreement, such Borrower and that certain Fiber Optic Access and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith in proper form for recording in the appropriate land records with the appropriate county or municipal filing officer (the "Fiber Optic Access and Purchase AgreementLeasehold Mortgages"), Colonial agrees to lease to PTI the right to use portions together with any UCC-1 Financing Statements covering any ancillary security interest granted under any of the currently existing Colonial Rights-of-Way Leasehold Mortgages, and Related Facilities for has provided herewith full legal descriptions, including the uses and purposes described herein (identity of each such portion leased fee owner, of each Leasehold Interest. Borrowers shall use commercially reasonable efforts to PTI pursuant obtain any necessary consents to the terms hereof being a "delivery and recordation of such Leasehold Interest"Mortgages (which efforts shall not include monetary expenditures in excess of nominal amounts). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land five (5) feet on either side of the centerline of the telecommunication conduits and appurtenances to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction and operation of the "Telecommunications Network" (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereof. (b) In Each Borrower represents and covenants to the event that Colonial expands Agent and the Colonial System beyond its current boundaries Lender Group and shall, as of the date hereofhereof and until Borrowers have indefeasibly paid and satisfied in full any and all of the Obligations, fully comply with each of the following terms and should PTI desire conditions: (i) Except to utilize such expansionthe extent provided in any lease thereof or there exists a valid, then Colonial unavoidable statutory or state law lien in favor of any Landlord, each Leasehold Interest is and PTI will negotiate shall at all times be free and clear of all liens, claims and encumbrances of any nature or description other than Permitted Liens and no other creditor of the Borrowers (secured or unsecured) other than holders of Permitted Liens shall be entitled to encumber the Leasehold Interests without the written consent of Agent; (ii) The security interest and mortgage upon any Leasehold Interest granted to Agent is and shall be subordinate, where applicable, only to the Permitted Liens and to liens or mortgages granted by the owner of the fee and any other Encumbrance which is accorded priority ahead of the liens of the Agent under the Loan Documents; and (iii) Except: (x) for those Leasehold Interests which, with Agent's consent, a Borrower has voluntarily conveyed or assigned, (y) where Agent otherwise consents and/or (z) for amounts the validity of which is being contested in good faith to extend by Borrowers and for which reserves may be established at any time by Agent as provided herein in respect of the Leasehold Interests to be granted hereunder to include the additional Colonial Rights-of-Way applicable amounts due or amounts which may become due from Borrowers to such extensions of the Colonial System owners or lessors, Borrowers are and to determine the compensation to be received by Colonial therefor. (c) PTI's rights shall remain current in the Colonial Rights-of-Way payment of all rent and Related Facilities hereunder consist solely of Leasehold Interests subject to the terms of this Agreement and PTI does not acquire hereby any other or additional rights in or to any portion of the Colonial Rights-of-Way or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" (as defined in the Fiber Optic Access and Purchase Agreement)rent, including, without limitation, full rights taxes, insurance, and other charges or amounts due each of access owner and/or lessor as provided for in each Leasehold Interest, as well as in compliance with respect to all other terms of each Leasehold Interest. (c) Borrowers shall pay all fees and expenses associated with any portion recordation of the Colonial Rights-of-Way otherwise leased Leasehold Mortgages, including, without limitation, reasonable attorney's fees and legal expenses incurred by Agent's in connection with the retention of local real estate counsel, if reasonably necessary. (d) Upon Agent's request, Borrowers shall provide Agent with an analysis by an independent appraiser reasonably acceptable to PTI Agent, such report to be in order form and substance acceptable to allow Colonial Agent, of the fair market value of all of the Leasehold Interests within thirty (or its assignee(s30) or licensee(s) days of the Closing Date, the scope of such analysis to maintainbe mutually agreed upon by Borrowers and Agent. Borrowers acknowledge and agree that Agent, operatebased on the results of such report, repairmay require that Borrowers execute and deliver Leasehold Mortgages on certain of the Leasehold Interests, replace and upgrade the Colonial Conduit as necessary or appropriatecontemplated by Section 4.2.

Leasehold Interests. The following provisions relate to each lease (an "Acquired Ground Lease") under which a leasehold interest in a Property is being subleased to Diamond Shamrock R & M hereunder: (a) Subject This Ground Lease is subject and subordinate to all of the terms terms, covenants, provisions, conditions and conditions of this Agreement, agreements contained in each Acquired Ground Lease and that certain Fiber Optic Access the matters to which the Acquired Ground Lease is subject and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith (the "Fiber Optic Access and Purchase Agreement"), Colonial agrees to lease to PTI the right to use portions of the currently existing Colonial Rights-of-Way and Related Facilities for the uses and purposes described herein (each such portion leased to PTI pursuant to the terms hereof being a "Leasehold Interest"). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land five (5) feet on either side of the centerline of the telecommunication conduits and appurtenances to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction and operation of the "Telecommunications Network" (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereofsubordinate. (b) In the event that Colonial expands the Colonial System beyond its current boundaries as Diamond Shamrock R & M hereunder covenants and agrees to perform and to observe all of the date hereofterms, covenants, provisions, conditions and should PTI desire to utilize such expansion, then Colonial and PTI will negotiate in good faith to extend agreements of the Leasehold Interests underlying Acquired Ground Lease on Brazos' part as lessee thereunder to be granted hereunder performed and observed including, without limitation, payment of all rent, additional rent and other amounts payable by Brazos as lessee under the Acquired Ground Lease, to include the additional Colonial Rights-of-Way applicable end that all things shall be done which are necessary to such extensions keep unimpaired the rights of Brazos as lessee under the Colonial System and to determine the compensation to be received by Colonial thereforAcquired Ground Lease. (c) PTI's Diamond Shamrock R & M covenants and agrees that it will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause such Acquired Ground Lease or the rights in the Colonial Rights-of-Way of Brazos as lessee thereunder to be canceled, (d) Diamxxx Xxxxxxxx X & M covenants and Related Facilities hereunder consist solely agrees pursuant to Article X hereof to indemnify and hold harmless Brazos and any Assignee from and against any and all liability, loss, damage, suits, penalties, claims and demands of Leasehold Interests subject to the terms of this Agreement every kind and PTI does not acquire hereby any other or additional rights in or to any portion of the Colonial Rights-of-Way or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" nature (as defined in the Fiber Optic Access and Purchase Agreement), including, without limitation, full rights reasonable attorneys' fees and expenses) by reason of access Diamond Shamrock R & M's failure to comply with any Acquired Ground Lease or the provisions of this Article XVI. (e) Brazos and Diamond Shamrock R & M agree that any services which are required to be provided or repairs or restorations which are required to be made in accordance with the provisions of such Acquired Ground Lease by the lessor thereunder will be provided and made by such lessor, and Brazos shall have no obligation to provide any such services or to make any such repairs or restorations. Brazos shall in no event be liable to Diamond Shamrock R & M nor shall the obligations of Diamond Shamrock R & M hereunder be impaired or the performance thereof excused because of any failure or delay on the part of the lessor under the Acquired Ground Lease in providing such services or making such restorations or repairs and such failure or delay shall not constitute a basis for any claim against Brazos or any offset against any amount payable to Brazos under this Ground Lease. (f) If Brazos' interest under any Acquired Ground Lease shall expire, terminate or otherwise be extinguished, the Ground Lease of the Property to which such Acquired Ground Lease relates shall thereupon terminate as provided in this paragraph. Upon such expiration, termination or extinguishment (i) on the Basic Rent Payment Date next succeeding such event, Diamond Shamrock R & M shall pay to Brazos an amount equal to the Acquisition Cost of such Property and (ii) the Lease Term or Renewal Term of such Property shall continue until the date on which Brazos receives payment from Diamond Shamrock R & M of the amount payable pursuant to this paragraph (f) and of all Basic Rent payable and any Additional Rent and other amounts owing hereunder, and shall then terminate upon the payment of such amounts. PERMITTED CONTESTS (a) Diamond Shamrock R & M shall not be required, nor shall Brazos have the right, to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, Lien or encumbrance, or to comply or cause any Property to comply with any Legal Requirements applicable to any Property or the occupancy, use or operation thereof, so long as no Event of Default, Event of Property Termination, Potential Default or Potential Property Termination exists under this Ground Lease with respect to any portion Property, and, in the opinion of Diamond Shamrock R & M's counsel, Diamond Shamrock R & M shall have reasonable grounds to contest, and shall be diligently contesting, the existence, amount, applicability or validity thereof by appropriate proceedings, which proceedings in the reasonable judgment of Brazos, (i) shall not involve any material danger that any Property or any Basic Rent or any Additional Rent would be subject to sale, forfeiture or loss, as a result of failure to comply therewith, (ii) shall not affect the payment of any Basic Rent or any Additional Rent or other sums due and payable hereunder, (iii) unless any criminal liability could result from a failure to comply therewith, could not reasonably be expected to cause either Brazos or any Assignee to incur civil liability which, in the sole judgment of Brazos or any Assignee, is not adequately indemnified (Diamond Shamrock R & M's obligations under Article X of this Ground Lease shall be deemed to be adequate indemnification if no Event of Default, Event of Property Termination, Potential Default or Potential Property Termination exists and if such civil liability is reasonably likely to be less than $500,000 per Property and $1,000,000 in the aggregate for all Properties), (iv) shall be permitted under the provisions of the Colonial Rights-of-Way otherwise leased Acquired Ground Lease, if any, on such Property, (v) if involving taxes, shall suspend the collection of such taxes, and (vi) shall be permitted under and be conducted in accordance with the provisions of any other instrument to PTI which Diamond Shamrock R & M or the Property is subject and shall not constitute a default thereunder. Diamond Shamrock R & M shall conduct all such contests in order good faith and with due diligence and shall promptly after the final determination (including appeals) of such contest, pay and discharge all amounts which shall be determined to allow Colonial be payable therein. Notwithstanding anything in this paragraph (or its assignee(s) or licensee(sa) to maintainthe contrary, operateDiamond Shamrock R & M shall not be obligated to actively (b) At least ten (10) days prior to the commencement thereof, repairDiamond Shamrock R & M shall notify Brazos in writing of any such proceeding in which the amount in contest exceeds $100,000, replace and upgrade shall describe such proceeding in reasonable detail. If a taxing authority or subdivision thereof proposes an additional assessment or levy of any tax for which Diamond Shamrock R & M is obligated to reimburse Brazos under this Ground Lease, or if Brazos is notified of the Colonial Conduit as necessary commencement of an audit or appropriatesimilar proceeding which could result in such an additional assessment, then Brazos shall in a timely manner notify Diamond Shamrock R & M in writing of such proposed levy or proceeding.

Leasehold Interests. (a) Subject The Lessee hereunder covenants and agrees to perform and to observe all of the terms terms, covenants, provisions, conditions and conditions agreements of the Ground Subleases on the Lessor's part as lessee thereunder to be performed and observed (including, without limitation, payment of all rent, additional rent and other amounts payable by the Lessor as lessee under the Ground Sublease) to the end that all things shall be done which are necessary to keep unimpaired the rights of the Lessor as lessee under the Ground Sublease. Except as specifically provided in this AgreementLease, and that certain Fiber Optic Access and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith (the "Fiber Optic Access and Purchase Agreement"), Colonial agrees to lease to PTI Lessee shall not be granted or have the right to use portions exercise any of the currently existing Colonial Rights-of-Way and Related Facilities for rights, remedies or elections granted to Lessor under the uses and purposes described herein (each such portion leased Ground Sublease. Specifically, without limitation, Lessee shall not have the right to PTI pursuant to the terms hereof being a "Leasehold Interest"). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land five (5) feet on either side exercise any of the centerline renewal options or termination rights of Lessor in the telecommunication conduits and appurtenances to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction and operation of the "Telecommunications Network" (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereofGround Sublease. (b) In The Lessee covenants and agrees pursuant to Section 11 hereof to indemnify and hold harmless the event that Colonial expands Lessor, the Colonial System beyond its current boundaries as Collateral Agent and any Assignee from and against any and all liability, loss, damage, suits, penalties, claims and demands of every kind and nature (including, without limitation, reasonable attorneys' fees and expenses) by reason of the date hereof, and should PTI desire Lessee's failure to utilize such expansion, then Colonial and PTI will negotiate in good faith to extend comply with the Leasehold Interests to be granted hereunder to include Ground Sublease or the additional Colonial Rights-of-Way applicable to such extensions provisions of the Colonial System and to determine the compensation to be received by Colonial thereforthis Section 28. (c) PTIThe Lessor and the Lessee agree that the Lessor shall have no obligation or responsibility to provide services or equipment required to be provided or repairs or restorations required to be made in accordance with the provisions of the Ground Sublease by the lessor thereunder. The Lessor shall in no event be liable to the Lessee nor shall the obligations of the Lessee hereunder be impaired or the performance thereof excused because of any failure or delay on the part of the lessor under the Ground Sublease in providing such services or equipment or making such restorations or repairs and such failure or delay shall not constitute a basis for any claim against the Lessor or any offset against any amount payable to the Lessor under this Lease. (d) If the Lessor's rights interest under the Ground Sublease shall expire, terminate or otherwise be extinguished, the lease of the Property shall thereupon terminate as provided in this paragraph (d). Upon such expiration, termination or extinguishment, the Lessee shall be required to purchase the Lessor's interest in the Colonial Rights-of-Way Property at the Termination Value if such termination or extinguishment is not caused by Lessor's actions or omissions, otherwise Lessee may elect to pay the Surrender Payment. If the Lessee shall be required to purchase the Lessor's interest in the Property, then (i) on the Basic Rent Payment Date next succeeding such event, the Lessee shall pay to the Lessor an amount equal to the Termination Value, (ii) the Lease Term of the Property shall continue until the date on which the Lessor receives payment from the Lessee of the amount payable pursuant to this paragraph (d) and Related Facilities hereunder consist solely of Leasehold Interests all Basic Rent payable, and any Additional Rent and other amounts owing hereunder, and shall then terminate upon the payment of such amounts, and (iii) the Lessor shall on such date transfer title to the Lessor's interest in such Parcels to the Lessee. (e) Notwithstanding anything contained herein to the contrary, in the event that any of the terms and provisions of the Ground Subleases are inconsistent or conflict with, and are more onerous than, the terms and provisions of the Lease, the terms and provisions of the Ground Subleases shall control. (f) This Lease is subject to and subordinate to the terms of this Agreement and PTI does not acquire hereby any other or additional rights in or to any portion provisions of the Colonial Rights-of-Way or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" (as defined in the Fiber Optic Access and Purchase Agreement), including, without limitation, full rights of access with respect to any portion of the Colonial Rights-of-Way otherwise leased to PTI in order to allow Colonial (or its assignee(s) or licensee(s) to maintain, operate, repair, replace and upgrade the Colonial Conduit as necessary or appropriateGround Sublease.

Leasehold Interests. (ai) Subject This Lease is subject to all of the terms terms, covenants, conditions and agreements contained in the Site Leases for the Lease Term. Except as otherwise expressly provided in this Lease, all of the terms, covenants, conditions and agreements contained in the Site Leases, except such as by their nature or purpose are inapplicable or inappropriate to the leasing of the Theatre Properties pursuant to this Lease, are hereby incorporated in and made a part of this Agreement, Lease with the same force and effect as though set forth at length herein and except that certain Fiber Optic Access obligations and Purchase Agreement entered into by Colonial and PTI contemporaneously herewith (the "Fiber Optic Access and Purchase Agreement"), Colonial agrees to lease to PTI the right to use portions liabilities of the currently existing Colonial Rights-of-Way tenant or lessee or licensee thereunder are deemed to refer to Tenant hereunder and Related Facilities all rights, benefits, indemnities and protections in favor of the lessor or landlord or licensor thereunder also inure to the benefit of the Landlord hereunder. ii) For the purposes of this Lease, the provisions of the Site Leases, as incorporated herein, are subject to the following modifications or deletions: (i) in all provisions requiring the approval or consent of the Landlord, if the approval or consent of the lessor or licensor under any of the applicable Site Leases is also required, the Tenant shall be required to obtain the approval or consent of such lessor or licensor in addition to the approval or consent of the Landlord; and (ii) the time limits provided in each of the Site Leases for the uses and purposes described herein (giving of notice, making demands, performance of any act, condition or covenant, or the exercise of any right, remedy, or option, are amended for the purpose of this Lease by lengthening or shortening the same in each such portion leased to PTI pursuant to the terms hereof being a "Leasehold Interest"). The Leasehold Interests to be granted hereby include the non-exclusive use of a strip of land instance by five (5) feet on either side days, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by the Landlord or the Tenant, as the case may be, within the same limit relating thereto contained in the Site Leases. iii) The Tenant hereunder covenants and agrees to perform and to observe and to cause each permitted sublessee to perform and observe all of the centerline terms, covenants, provisions, conditions and agreements of the telecommunication conduits and appurtenances Site Leases on the Landlord’s part as lessee or licensee thereunder to be installed hereunder within the designated Colonial Rights-of-Way, or such larger area as may be reasonably necessary for the construction performed and operation of the "Telecommunications Network" observed (as defined in Section 1.5 hereof), as approved by Colonial in accordance with Article III hereof; provided that, if necessary along a particular "Segment" (as hereinafter defined), PTI may request that Colonial attempt to acquire additional right-of-way at PTI's expense, to be included as part of the Colonial Rights-of-Way for the purposes hereof. (b) In the event that Colonial expands the Colonial System beyond its current boundaries as of the date hereof, and should PTI desire to utilize such expansion, then Colonial and PTI will negotiate in good faith to extend the Leasehold Interests to be granted hereunder to include the additional Colonial Rights-of-Way applicable to such extensions of the Colonial System and to determine the compensation to be received by Colonial therefor. (c) PTI's rights in the Colonial Rights-of-Way and Related Facilities hereunder consist solely of Leasehold Interests subject to the terms of this Agreement and PTI does not acquire hereby any other or additional rights in or to any portion of the Colonial Rights-of-Way or any Related Facilities. PTI further acknowledges that Colonial hereby reserves such access and other rights as are necessary to enable Colonial to reasonably commercialize the "Colonial Conduit" (as defined in the Fiber Optic Access and Purchase Agreement), including, without limitation, full (x) payment of all rent, additional rent, and any other amounts payable by the Landlord as lessee or licensee under the Site Leases, (y) surrender of each Theatre Property under the Site Lease applicable thereto in the condition required at the end of the term thereof as if such term end coincided with the expiration or sooner termination of the Lease Term, and (z) reconstruction following a casualty if and to the extent required therein) to the end that all things shall be done which are necessary to keep unimpaired the rights of access the Landlord as lessee or licensee under the Site Leases. The Landlord and Tenant further covenant that they shall cause to be exercised any renewal option contained in the Site Leases which relates to renewal occurring in whole or in part during the Lease Term, including under any renewal term of this Lease. The Tenant agrees to cooperate fully with respect the Landlord to enforce the Landlord’s rights as the lessee or licensee under any portion of the Colonial Rights-of-Way otherwise leased Site Leases as against the lessor or licensor under any of the Site Leases. iv) The Tenant covenants and agrees pursuant to PTI Section 11 hereof to indemnify and hold harmless the Landlord and any Pledgee from and against any and all Losses arising by reason of the Tenant’s or any permitted sublessee’s failure to comply with the Site Leases or the provisions of this Section 27 other than to the extent arising, from (i) a Landlord Act or (ii) any breach of any covenant or agreement of Landlord or any Affiliate under this Lease or any Other Lease Document. v) The Landlord and the Tenant agree that during the Lease Term the Landlord shall have no obligation or responsibility to provide services or equipment required to be provided or repairs or restorations required to be made in order accordance with the provisions of the Site Leases by the lessor or licensor thereunder. The Landlord shall in no event be liable to allow Colonial (the Tenant nor shall the obligations of the Tenant hereunder be impaired or the performance thereof excused because of any failure or delay on the part of the Landlord as the lessee or licensee under the Site Leases in providing such services or equipment or making such restorations or repairs and such failure or delay shall not constitute a basis for any claim against the Landlord or any offset against any amount payable to the Landlord under this Lease. So long as there is no Event of Default hereunder, the Landlord will reasonably cooperate, at the Tenant’s sole cost and expense, to seek from the lessor or licensor under any Site Lease the performance by such lessor or licensor of its assignee(s) or licensee(s) to maintain, operate, repair, replace and upgrade obligations under the Colonial Conduit as necessary or appropriateapplicable Site Lease.