Common use of Leasehold Mortgage Clause in Contracts

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding Tenant or any other provision of the Lease to the contrarysublessee may, Tenant shall have the unrestricted right to execute at any time and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: , without obtaining Landlord’s consent, hypothecate, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (a) That Landlord will give as the case may be), and/or in the Generating Facility, to any Leasehold Mortgagee simultaneously with service on Tenant a duplicate as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all notices of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or demands given by participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and no any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice to Tenant shall be effective unless not constitute a copy is so serviced upon Mortgagee. (b) Mortgagee default or event of default under this Lease but rather shall only have the privilege effect of performing relieving Landlord from any of Tenant's covenants obligation to such assignee, sublessee or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by Leasehold Mortgagee until such notice is given. Landlord hereby consents to the terms recordation of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration interest of the period assignee, sublessee or Leasehold Mortgagee in the Official Records of time within which Tenant might cure such defaultPueblo County, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysColorado. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any (a) Tenant may encumber by mortgage, mortgages or other provision of proper instruments this Lease and Tenant’s leasehold interest in the Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") Premises as security for any indebtedness undertaken by Tenant (each, a “Leasehold Mortgage”). The execution of a Leasehold Mortgage or other similar instrument, or the foreclosure thereof, or any sale thereunder, either by judicial proceedings or by virtue of any power reserved in any form whatsoever. In the event Tenant shall execute and deliver a Leasehold Mortgage, and if or conveyance by Tenant to the holder of such indebtedness (each, a “Holder of Leasehold Mortgage”), or the indebtedness secured exercising of any right, power or privilege reserved in a Leasehold Mortgage, shall not be held as a violation of any of the terms and conditions hereof, or as an assumption by the Lease ("Mortgagee") notifies Landlord Holder of Leasehold Mortgage or its designee personally of the execution obligations hereof, except to the extent that the Holder of Leasehold Mortgage or its designee voluntarily assumes said obligations in order to avoid termination of this Lease, provided that such Mortgage, and Leasehold Mortgage or the name and place for service actions taken pursuant thereto shall not violate the following provisions of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgageethis Paragraph. (b) Mortgagee If Tenant shall have encumber this Lease or its leasehold interest in the privilege Premises and if Tenant or a Holder of performing Leasehold Mortgage shall give written notice to Landlord of the existence thereof and the address of such Holder of Leasehold Mortgage, then Landlord will mail or deliver to each such Holder of Leasehold Mortgage, at such address, a duplicate copy of all notices in writing which Landlord may, from time to time, give to or serve on Tenant under and pursuant to the terms and provisions hereof, such copies shall be mailed or delivered to each such Holder of Leasehold Mortgage, at, or as near as possible to, the same time such notices are given to or served on Tenant. Each such Holder of Leasehold Mortgage may, at its option, at any time before the rights of Tenant shall be terminated as provided herein, pay any of Tenant's covenants the rents due hereunder, or pay any taxes and assessments, or do any act or thing required of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms hereof, or do any act or thing that may be necessary and proper to be done in the observance of the Leasecovenants and conditions hereof, or to prevent the termination hereof, all payments so made, and all things so done and performed by such Holder of Leasehold Mortgage shall be as effective to prevent a termination of the rights of Tenant hereunder as the same would have been if done and performed by Tenant. (c) Landlord shall agrees that it will not terminate this Lease because of the bankruptcy or insolvency of the Tenant, or because the Tenant shall abandon the Premises, or because the Tenant shall suffer this Lease or Tenant's right any estate or interest thereunder to be taken under any writ of possession execution, or because the Tenant shall make an assignment for the benefit of creditors, or because of any other failure on the part of Tenant to observe or perform any of the covenants contained in this Lease, if a Holder of Leasehold Mortgage cures any default by Tenant which is curable by the payment of Tenant if, money within a period of thirty (30) days after the expiration date of written notice from Landlord to each Holder of Leasehold Mortgage specifying the nature of the period of time within which Tenant might cure such default, or if such default is cured not curable by the mere payment of money, then if a Holder of Leasehold Mortgage shall agree in writing to perform (and does perform) within ninety (90) days after the date of the written notice of default from Landlord to each Holder of Leasehold Mortgage specifying the nature of the default all of the obligations of Tenant under this Lease capable of performance by a Holder of Leasehold Mortgage until such time as this Lease shall be sold upon foreclosure pursuant to the provisions of the Leasehold Mortgage. Provided that a Holder of Leasehold Mortgage pays all amounts then due and payable on the part of the Tenant, including interest and all late penalties, and Landlord’s legal fees incurred as a result of Tenant’s default, Landlord agrees to accept performance by such Holder of Leasehold Mortgage of any term, covenant or caused condition to be performed by Tenant under this Lease with the same force and effect as though timely performed by Tenant as long as such Holder of Leasehold Mortgage performs within the time periods previously set forth in this Subparagraph. If a Holder of Leasehold Mortgage fails to cure any Tenant default in accord with the foregoing, Landlord may terminate this Lease and proceed with all available remedies to take possession of the Premises and all other rights pertaining thereto, as set forth in the provisions governing default under this Lease. When more than one Holder of Leasehold Mortgage exists, the rights and interests of each Holder of Leasehold Mortgage under this Lease shall be determined by the priority of each such Holder of Leasehold Mortgage and as such rights and interests may be restricted or otherwise allocated pursuant to any agreement(s) between such Holders of Leasehold Mortgage or between Tenant and such Holder(s) of Leasehold Mortgage. Notwithstanding any such agreement(s), Landlord is required to give any notice required hereunder to all Holders of Leasehold Mortgage of which Landlord has been given written notice. Landlord acknowledges that some Tenant defaults may not be capable of cure by a Holder of Leasehold Mortgage, such as the bankruptcy of the Tenant. Landlord agrees that Tenant defaults which are by their nature impossible to cure by a Holder of Leasehold Mortgage shall not be deemed a basis for termination of this Lease so long as all other defaults which are capable of cure are cured in accordance with this Section. (d) Landlord agrees that this Lease shall not be hereafter modified or amended without the prior written consent of each Holder of Leasehold Mortgage to: (i) Increase the Annual Rent or additional rent (except with regard to increases now provided in the Lease); (ii) Change the legal description of the Premises from that now set forth in this Lease; (iii) Shorten the term or any renewal term of this Lease, except as now permitted by Mortgagee this Lease; (iv) Change the permitted use of the Premises; or (v) Impose any additional obligations upon Tenant. Landlord further covenants and agrees not to accept a surrender of the Premises or a cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies provided herein if an event of default occurs) prior to the expiration or earlier termination thereof without the prior written consent of each Holder of Leasehold Mortgage. (e) If Landlord exercises Landlord’s right to terminate this Lease as provided in Article 20 hereof, if then each Holder of Leasehold Mortgage shall have the right to notify Landlord in writing, within a period of thirty (30) days after the expiration effective date of written notice from Landlord to each Holder of Leasehold Mortgage, that such one or more Holders of Leasehold Mortgage or any designee or nominee thereof elects to lease the Premises from the date of such termination of this Lease for the remainder of the period scheduled term of time this Lease, including the option terms, at the rent and upon the other same terms, covenants and conditions that are herein set forth, with the same relative priority as this Lease and having the benefit of investing in such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof of all of the rights, title, interests, powers and privileges of Tenant hereunder. If such one or more Holder(s) of Leasehold Mortgage elects to obtain such new lease, then such Holder(s) of Leasehold Mortgage shall be obligated, within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysdays after delivery to Landlord of such notice of election, to (i) cure the default upon which such termination was based, or in respect to any default not capable of being cured within such thirty (30) day time period or which cannot be cured without entry and possession to proceed and effectuate such cure with due diligence following delivery of possession (excluding, however, Tenant defaults which by their nature are impossible to cure); (ii) pay to Landlord all Annual Rent including interest, all late penalties, and all items of additional rent due and payable under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s fees incurred by Landlord in connection with any such default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof, such parties shall have the same relative priority as this Lease and having the benefit of all the rights, titles, interests, powers and privileges of Tenant hereunder, including, specifically, automatic vesting of title to all improvements as well as all equipment, fixtures and machinery therein, until the expiration of the term of this Lease unless this Lease shall thereafter be sooner terminated. Such Holder(s) of Leasehold Mortgage or any designee or nominee thereof shall be obligated under such new lease and agree in writing that promptly following the delivery of the new lease, such Holder(s) of Leasehold Mortgage or its designee will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed. (df) Unless excused by Landlord, if any assignee or transferee of a Holder of Leasehold Mortgage or new lessee deriving rights from the Holder of Leasehold Mortgage fails to cure any of the Tenant’s defaults within one hundred twenty (120) days from the effective date of such assignment, transfer or new lease, this Lease and the lease rights hereunder and under any such new lease shall terminate forthwith at Landlord’s option and in Landlord’s sole and absolute discretion, such option to be exercised by sending written notice to the assignee or transferee that the new lease has been terminated pursuant to this provision. (g) Landlord shall not subordinate agrees to execute and deliver any and all consents and other documents (including reasonable modifications to this Ground Lease) reasonably requested by Tenant and/or one or more Holder(s) of Leasehold Mortgage so long as such documents are reasonably consistent with the provisions of this Section 7.02. (h) Notwithstanding any provision in this Article 7 or elsewhere in this Lease to the contrary, Tenant may, in its sole discretion, enter into lease financing, conventional financing and other arrangements in connection with the acquisition, lease and disposal of the equipment and/or personal property including, without limitation, leasing of equipment and/or personal property from another with an option to purchase at the end of the lease term and assignment of Tenant’s interests in the equipment and/or personal property, if required, as security for these transactions. (i) Nothing herein shall be deemed to relieve, impair, release, or discharge Tenant of its obligations to fully perform the terms of this Lease on Tenant’s part to be performed. (j) Notwithstanding any mortgage by Tenantprovision in this Article 7 or elsewhere in this Lease to the contrary, Tenant may, in its sole discretion and without the consent of Landlord enter into any financing and other arrangements which do not create a lien on the leasehold estate created hereby, including without limitation, pledges of proceeds from all uses of the Premises as provided in this Lease. (k) As used herein:

Leasehold Mortgage. Notwithstanding any other provision of the Lease (a) The rights set forth in this Section 33 are personal to the contrary, Target Corporation and are not assignable. Tenant shall have the unrestricted right to execute at any time and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: , without Landlord’s consent, to mortgage or otherwise encumber Tenant’s leasehold estate and Tenant’s rights under this Lease together with any or all improvements appurtenant thereto pursuant to one or more leasehold mortgages or deeds of trust (a) That Landlord will give to any Mortgagee simultaneously with service on “Leasehold Mortgage”), and Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no may assign its interest in the Lease as collateral security for such notice to Tenant shall be effective unless a copy is so serviced upon MortgageeLeasehold Mortgage. (b) Mortgagee shall have the privilege Landlord agrees to send copies of performing any all notices given to Tenant pursuant to Section 26 of Tenant's covenants or this Lease promptly to each leasehold mortgagee notice of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leasewhose name and address has been given to Landlord (a “Leasehold Mortgagee”). (c) In the event of a Leasehold Mortgage, Landlord shall not terminate have the right to exercise any remedies under this Lease or Tenant's right unless Landlord shall first give Leasehold Mortgagee (i) a copy of possession for any default Landlord’s notice to Tenant pursuant to Section 26 of Tenant ifthis Lease (the “Remedies Notice”), within a period of thirty and (30ii) days after the expiration of the period of time within which Tenant might opportunity to cure such defaultdefault(s) as provided in this Section 33. Leasehold Mortgagee shall be entitled to cure any stated monetary default within the same ten (10) Business Days after giving the Remedies Notice to Leasehold Mortgagee as Tenant has pursuant to Section 26(a)(1) of this Lease, such and any stated non-monetary default is cured within the same period (if any) after giving the Remedies Notice to Leasehold Mortgagee as Tenant has pursuant to Section 26(a)(2), (3) or caused (4) of this Lease. If Leasehold Mortgagee cures all stated defaults in accordance with the foregoing provisions, then both the notice of default given to Tenant and the Remedies Notice given to Leasehold Mortgagee shall be cured null and void and of no effect. Landlord agrees to accept performance of Tenant’s obligations hereunder by Leasehold Mortgagee or, if within a period of thirty (30) days after with the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) dayssame force and effect as though observed or performed by Tenant. (d) Under no circumstances shall Leasehold Mortgagee be liable for the performance of Tenant’s obligation hereunder unless and until Leasehold Mortgagee acquires Tenant’s rights and interest by foreclosure or other assignment or transfer in lieu thereof. In the event that Leasehold Mortgagee so acquires Tenant’s rights and interest, the liability of Leasehold Mortgagee, its successors and assigns shall be limited to its leasehold interest in this Lease, and then only for obligations which arise during the period of such ownership. Neither Leasehold Mortgagee, its successors nor assigns, nor any agent, partner, officer, trustee, director, shareholder or principal (disclosed or undisclosed) of Leasehold Mortgagee, its successors or assigns, shall have any personal liability hereunder. The Leasehold Mortgagee shall be released from any obligations hereunder upon transfer of its leasehold interest to a replacement tenant; provided, however, the replacement tenant expressly assumes all of Tenant’s obligations under this Lease and is approved by Landlord pursuant to Section 18(b) of this Lease. (e) All notices from Landlord to Leasehold Mortgagee and from Leasehold Mortgagee to Landlord hereunder shall not subordinate this Ground Lease be in writing and given in the manner specified in Section 38 below. The address for notices to any mortgage Leasehold Mortgagee shall be the address furnished to Landlord by Tenant. (f) Landlord agrees that Section 33 of this Lease shall not be modified or amended without the prior written consent of any Leasehold Mortgagee.

Leasehold Mortgage. Notwithstanding any other provision Tenant is hereby given the right by Landlord to mortgage its interest in this Lease under one or more leasehold mortgages without obtaining the consent of Landlord upon the condition that all rights acquired under such mortgages shall be subject to each and all of the Lease terms, covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, none of which terms, covenants, conditions or restrictions is or shall be waived by Landlord by reason of the contraryright given so to mortgage such interest in this Lease, except as expressly provided herein. If Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgagethis leasehold, and if Tenant or the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant ifmortgage shall, within a period of thirty (30) days after of execution send to Landlord a true copy thereof together with written notice specifying the name and address of the mortgagee and the pertinent recording date with respect to such mortgage, Landlord agrees that so long as any such leasehold mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply: 19.5.1 There shall be no cancellation, surrender or material modification of this Lease by joint action of Landlord and Tenant (as opposed to termination as a result of Tenant’s default) without the prior consent in writing of the leasehold mortgagee (which consent shall not be unreasonably withheld, conditioned or delayed); provided however, under no circumstances shall failure to obtain such prior written consent constitute a breach of, or default under, the Lease by Landlord, nor shall Tenant or the leasehold mortgagee have any recourse whatsoever against Landlord for such failure to obtain prior written consent; and further provided that this subsection shall not impair Landlord’s right to unilaterally terminate the Lease in the event of an uncured Event of Default by Tenant under the Lease. 19.5.2 Landlord shall, upon serving Tenant with any notice of default, simultaneously mail a copy of such notice to the holder of such mortgage; provided however, under no circumstances shall Landlord’s failure to mail such notice constitute a breach of, or default under, the Lease, nor shall Tenant or the leasehold mortgagee have any recourse whatsoever against Landlord for such failure to give notice; provided however that the remedy period available to such leasehold mortgagee shall not begin to run until the leasehold mortgagee has received such notice. The leasehold mortgagee shall thereupon have the same period to remedy or cause to be remedied the defaults complained of, and Landlord shall accept such performance by or at the instigation of such leasehold mortgagee as if the same had been done by Tenant. 19.5.3 Anything herein contained notwithstanding, if any default shall occur which, pursuant to any provision of this Lease, entitles Landlord to terminate this Lease, and if before the expiration of ten (10) days from the period date of time within which Tenant might cure service of notice of termination upon such leasehold mortgagee, such leasehold mortgagee shall have notified Landlord of its desire to nullify such notice and shall have paid to Landlord all rent and other payments herein provided for, and then in default, such default is cured or caused to be cured by Mortgagee and shall have complied with all of the other requirements of this Lease or, if within a period immediate compliance is impossible, shall have commenced the work of thirty (30) days after the expiration complying with all of the period other requirements of time within which Tenant might commence to eliminate the cause of such this Lease, if any are then in default, Mortgagee diligently commences and shall prosecute the same to eliminate the cause of completion with reasonable diligence, then in such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate be entitled to terminate this Ground Lease and any notice of termination theretofore given shall be void and of no effect. 19.5.4 The proceeds from any insurance policies or arising from a condemnation are to be distributed pursuant to the provisions of this Lease, but the leasehold mortgagee may reserve rights to apply to the mortgage debt all, or any part, of Tenant’s share of such proceeds pursuant to such mortgage. 19.5.5 Landlord shall not unreasonably withhold its consent to any mortgage assignment of the Lease or to any transfer of title to or by Tenantthe leasehold mortgagee, its successors or assigns, or subletting thereunder by the leasehold mortgagee, its successors and assigns, provided such assignment or subleasing are made as a part of the leasehold mortgagee’s remedies under the leasehold mortgage. Landlord’s consent under this subsection shall be based upon Landlord’s customary review and evaluation process of prospective new tenants. 19.5.6 Any and all leasehold mortgage(s) shall at all times be subject, subordinate, and inferior to the lien and estate of any liens, trust deeds, mortgages or encumbrances, and all renewals, extensions or replacements thereof, now or hereafter imposed by Landlord upon the Premises.

Leasehold Mortgage. Notwithstanding any other provision Section 14.01. Without the prior consent of the Lease to the contraryLandlord, Tenant shall have the unrestricted right to execute mortgage this Lease and deliver the leasehold estate hereby created. The following provisions shall apply with respect to any Leasehold Mortgage: A. Upon the request of any Leasehold Mortgagee, Landlord will enter into a mortgage or mortgagesseparate agreement with such Leasehold Mortgagee, deed incorporating the provisions of trustthis Section 14.01. B. If a default described in Article 15 shall occur, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant written notice to that effect shall execute and deliver a Mortgagebe sent by Landlord to each Leasehold Mortgagee, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of shall take no action with respect to such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timedefault provided that: (a1) That Landlord will give to any Mortgagee simultaneously with service on Tenant If such default shall be a duplicate default in the payment of any and all notices Basic Rent or demands given by Landlord to Tenant and no additional rent or any other sum due hereunder, such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Leasehold Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall remedy such default not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of later than thirty (30) days after the expiration receipt of such notice, and shall thereafter pay all Basic Rent, additional rent and other sums due under this Lease currently as the same become due; or (2) If such default shall be a default in observing or performing any other covenant or condition to be observed or performed by Tenant hereunder, such Leasehold Mortgagee shall remedy such default not later than sixty (60) days after the receipt of such notice, provided that in the case of a default which cannot with diligence be remedied, or the remedy of which cannot be commenced, within such period of sixty (60) days, such Leasehold Mortgagee shall have such additional period as may be necessary to remedy such default with diligence and continuity; or (3) If such default shall be a default which can only be remedied by such Leasehold Mortgagee upon obtaining possession of the period Premises (and payment of time within which Tenant might cure such defaultBasic Rent or- any sum of money due under this Lease shall not fall into this category of defaults), such Leasehold Mortgagee shall seek to obtain such possession with diligence and continuity, through a receiver or otherwise, and shall remedy such default is cured within thirty (30) days after obtaining such possession, provided that in the case of a default which cannot with diligence be remedied, or caused to the remedy of which cannot be cured by Mortgagee orcommenced, if within a such period of thirty (30) days, such Leasehold Mortgagee shall have such additional period as may be necessary to remedy such default with diligence and continuity. If a default is of such a nature that it is impossible to remedy, even with diligence and continuity and regardless of the amount of time provided for such purpose, then such default shall be deemed waived by the Landlord; provided that the Leasehold Mortgagee elects to enter into a new lease as hereinafter provided, effective as of the date of the default, and all Basic Rent and any other sums due to Landlord under this Lease are current in all respects. (4) If any Leasehold Mortgagee fails to undertake such payment or performance or undertakes, but does not continue, such payment or performance, Landlord shall have the right to exercise all remedies provided in this Lease for a default by Tenant. (5) Notwithstanding anything in this Article 14 to the contrary, if the default shall be under subsection 15.01 E, the Leasehold Mortgagee shall obtain such approvals and licenses as shall enable the Premises to be operated as a 181 bed nursing home within the time required by applicable law, but no less than 30 days, or all rights of the Leasehold Mortgagee under this Section 14 shall terminate. C. In the event that Tenant shall default under any of the provisions of this Lease, the Leasehold Mortgagee, without prejudice to its rights against Tenant, shall have the right to cure such default within the applicable grace periods provided for in the preceding sections whether the same consists of the failure to pay any sum due under this Lease or the failure to perform any other matter or thing which Tenant is hereby required to do or perform, and Landlord shall accept such performance on the part of the Leasehold Mortgagee as though the same had been done or performed by Tenant. For such purpose Landlord and Tenant hereby authorize the Leasehold Mortgagee to enter upon the Premises and to exercise any of the Tenant's rights and powers under this Lease. Upon compliance with the foregoing, any notice of Landlord advising of any such default shall be deemed rescinded and this Lease shall continue in full force and effect. D. If any Leasehold Mortgagee or a person designated by such Leasehold Mortgagee (a "Designee") shall either become the owner of the interest of Tenant hereunder upon the exercise of any remedy provided for in the Leasehold Mortgage, or shall enter into a new lease with Landlord as provided in Subsection E below, such Leasehold Mortgagee or other person shall not have the right to change the use of the Premises, and shall not take any action which would adversely affect the right and ability to operate upon the Premises at least the same number of nursing home beds as were licensed to be operated upon the Premises immediately prior to the Tenant's default, and shall be a qualified operator of nursing homes. E. If this Lease shall terminate for any reason or be rejected or disaffirmed pursuant to any bankruptcy law or any other law affecting creditors' rights, any Leasehold Mortgagee, or its Designee shall have the right, exercisable by written notice to Landlord within ninety (90) days after such Leasehold Mortgagee's receipt of notice of such termination, rejection or disaffirmation, to enter into a new lease of the Premises with Landlord. The term of said new lease shall begin on the date of the termination of this Lease and shall continue for the remainder of the Term hereof. Such new lease shall otherwise contain the same terms, conditions and options as those set forth herein including the right to operate Landlord's nursing home beds and to obtain a license to operate such beds (subject to the restrictions described in Section 13.03), except for requirements that have already expired or been performed, provided that such Leasehold Mortgagee or Designee shall have remedied all defaults on the part of Tenant hereunder which are susceptible of being remedied by the payment of money, and provided further that such new lease shall require the tenant thereunder promptly to commence, and expeditiously to continue, to remedy all other defaults on the part of Tenant hereunder to the extent susceptible of being remedied. It is the intention of the parties hereto that such new lease shall have the same priority relative to other rights or interests to or in the fee estate in the Premises covered by the new lease as this Lease. The provisions of this Subsection shall survive the termination (but not the expiration) of this Lease and shall continue in full force and effect thereunder to the same extent as if this Subsection were a separate and independent contract among Landlord, Tenant and each Leasehold Mortgagee. From the date on which any Leasehold Mortgagee shall serve upon the Landlord the aforesaid notice of the exercise of its right to enter into a new lease, a new lease shall be deemed to have been entered into effective as of the date of termination of this Lease and such Leasehold Mortgagee may use and enjoy the Premises without hindrance by Landlord. At Landlord's request, said Leasehold Mortgagee or its Designee shall enter into an additional agreement with Landlord confirmatory of the provisions of this Subsection. F. No surrender (except a surrender upon the expiration of the period Term of time within which this Lease) by Tenant might commence to eliminate Landlord of this Lease, or of the cause Premises or any part thereof, or of any interest therein, and no termination of this Lease may occur except pursuant to the procedure set forth in this Section 14.01, without the prior written consent of the Leasehold Mortgagee. G. No Leasehold Mortgagee shall become personally liable for the performance or observance of any covenants or conditions to be performed or observed by Tenant unless and until such Leasehold Mortgagee becomes the owner of Tenant's interest hereunder upon the exercise of any remedy provided for in this Lease or in any Leasehold Mortgage or enters into a new lease pursuant to the provision of Subsection E above. Thereafter such Leasehold Mortgagee shall be liable for the performance and observance of such default, covenants and conditions only so long as such Leasehold Mortgagee diligently commences to eliminate the cause owns such interest and until an assignee of such default interest consented to by Landlord (to the extent such consent is required under Article 11 hereof) and by any Fee Mortgagee, but such consent not to be unreasonably withheld or delayed, shall confirm in no event shall default continue for writing to Landlord its assumption of the liabilities of the Leasehold Mortgagee under this Lease. H. If at any time there is more than one Leasehold Mortgage, any rights granted under this Lease to any Leasehold Mortgagee shall, insofar as Landlord is affected by the exercise of such rights, be exercised by them in order of the priority of their respective mortgages, i.e., a first Leasehold Mortgagee shall have priority over a second Leasehold Mortgagee in the exercise of rights under this Lease. I. No Leasehold Mortgagee may commence foreclosure on the Leasehold Mortgage without first providing the Fee Mortgagee with notice of intent to foreclose and a thirty (30) daysday opportunity thereafter to cure the default. Any time limitations set forth in subsection B above shall be extended if and to the extent necessary, as a result of the Fee Mortgagee's cure period, to preserve the Landlord's and the Leasehold Mortgagee's rights set forth in this Article 14. (d) Landlord shall not subordinate this Ground Lease to J. Any Leasehold Mortgage may include the grant of a security interest in any mortgage by of Tenant's assets.

Leasehold Mortgage. a. Notwithstanding any other provision of the anything contained in this Lease to the contrary, Tenant LESSEE shall have the unrestricted right to execute and deliver a mortgage LESSEE’s interest in this Lease, or mortgages, deed of trustto assign, pledge and/or collateral assignment of or hypothecate the Lease ("Mortgage") same as security for any indebtedness Leasehold Mortgage (as hereinafter defined). b. LESSEE and every successor, and assign of LESSEE is hereby given the right by CITY, in addition to any form whatsoeverother rights herein granted, without CITY’s prior written consent, to mortgage its interest in this Lease, or any part or parts thereof, under Leasehold Mortgages and/or under purchase money Leasehold Mortgages in connection with any sale of such interest, and to assign its interest under this Lease, or any part or parts hereof, and any subleases, as collateral security for such mortgage (any such mortgage being herein called “Leasehold Mortgage” and the holder thereof being herein referred to as “Leasehold Mortgagee”). In the event Tenant If LESSEE and/or LESSEE’s successors, assigns and sublessees shall execute and deliver a Mortgagemortgage this leasehold, or any part or parts thereof, and if the holder of such Leasehold Mortgage shall send to CITY a true copy thereof, together with written notice specifying the name and address of such Leasehold Mortgagee, CITY agrees that so long as any such Leasehold Mortgage shall remain unsatisfied, the following provisions shall apply: i. CITY will give the Leasehold Mortgagee a copy of any notice of default or proposed amendment from CITY to LESSEE hereunder at the time of giving such notice or communication to LESSEE; ii. CITY will not exercise any right, power or remedy with respect to any default hereunder, and no notice to LESSEE of any such default and no termination of iii. Any Leasehold Mortgagee may make any payment or perform any act required hereunder to be made or performed by LESSEE with the same effect as if made or performed by LESSEE; iv. Upon any rejection of this Lease by any trustee of LESSEE in any bankruptcy, reorganization, arrangement or similar proceeding which would, if it were not for this Paragraph 16, cause this Lease to terminate, without any action or consent by CITY, LESSEE or any Leasehold Mortgagee, LESSEE’s leasehold interest under this Lease shall be deemed to have been automatically transferred to such Leasehold Mortgagee or the nominee of such Leasehold Mortgagee. Such Leasehold Mortgagee may terminate this Lease upon any such transfer upon giving notice thereof to CITY. Upon any such termination, such Leasehold Mortgagee shall have no further obligations hereunder (including any obligations which may have accrued prior to such termination), except in the event that said Leasehold Mortgagee shall request a new lease, in which event all prior obligations accruing to the effective date of the new lease shall be payable at the date of its effectiveness notwithstanding the earlier rejection and termination; v. In the event of the termination of this Lease or of any succeeding lease made pursuant to the provisions of Paragraph 16.b.iv, CITY will enter into a new lease of the Leased Premises with the Leasehold Mortgagee for the remainder of the Term, effective as at the date of such termination, at the rent and additional rent and upon the covenants, agreements, terms, provisions and limitations herein contained. vi. Upon the execution and delivery of a new lease in accordance with the provisions of the preceding Paragraph 16.b.v, all subleases which theretofore may have been assigned and transferred to CITY shall thereupon be assigned and transferred, without recourse by CITY, to the Leasehold Mortgagee as the new tenant. vii. CITY agrees to give the Leasehold Mortgagee notice of any condemnation proceedings affecting the Leased Premises, and such Leasehold Mortgagee shall have the right to intervene and be made a party to any such condemnation proceedings. LESSEE’s interest in any award or damages for such taking is hereby set over, transferred and assigned to the Leasehold Mortgagee to the extent that such transfer and assignment is provided for by the terms of any such Leasehold Mortgage. viii. In case of loss covered by the policies of insurance described in Paragraph 11.b or any other policies of insurance insuring the buildings and improvements located on the Leased Premises, Leasehold Mortgagee (or, after entry of a decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized, at its option, either: (x) to settle and adjust any claim under such policies without the consent of CITY, or (y) allow CITY to agree with the insurance company or companies on the amount to be paid upon the loss, and provided that, in any case, Leasehold Mortgagee shall, and is hereby authorized to, collect and receive any such insurance proceeds. Leasehold Mortgagee may apply the proceeds of insurance consequent upon any such insured casualty upon the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of Leasehold Mortgage. In the execution of such Mortgage, and the name and place for service of notices upon such event Leasehold Mortgagee consents to permit LESSEE to use insurance proceeds held by Leasehold Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee proceeds shall be disbursed from time to time:time upon Leasehold Mortgagee being furnished with satisfactory evidence of the estimated cost of completion of the restoration, repair, replacement and rebuilding with funds (or assurance satisfactory to Leasehold Mortgagee that such funds are available) sufficient in addition to the proceeds of insurance, to complete the proposed restoration, repair, replacement and rebuilding and with such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, plats of survey and other such evidences of cost, payment and performance as Leasehold Mortgagee may reasonably require and approve, and Leasehold Mortgagee may, in any event, require that all plans and specifications for such restoration, repair, replacement and rebuilding be submitted to and approved by Leasehold Mortgagee prior to commencement of work, which approval shall not be unreasonably withheld or delayed. Anything to the contrary in this Paragraph 16.b.viii to the contrary notwithstanding, the obligations of LESSEE under Paragraphs 7 and 8 of this Lease shall remain in effect. (a) That Landlord will give ix. No Leasehold Mortgagee shall become personally liable under the agreements, terms, covenants or conditions of this Lease or any new lease entered into in accordance with the provisions of Paragraph 16.b.v, unless and until it becomes, and then only for as long as it remains, the owner of the leasehold estate pursuant to this Lease. Upon any assignment of this Lease or the aforesaid new lease by any owner of the leasehold estate pursuant to this Lease whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, the assignor shall be relieved of any further liability which may accrue under this Lease or the aforesaid new lease from and after the date of such assignment provided that the assignee shall execute and deliver to CITY a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Lease or the aforesaid new lease contained on LESSEE’s part to be performed and observed, it being the intention that once the Leasehold Mortgagee simultaneously with service on Tenant a duplicate of shall succeed to LESSEE’s interest under this Lease or the aforesaid new lease, any and all notices subsequent assignments (whether by such Leasehold Mortgagee, any purchaser at foreclosure sale or demands given other transferee or assignee) shall effect a release of the assignor’s liability under this Lease or the aforesaid new lease. x. If LESSEE shall either fail to exercise any option to extend the Term of this Lease as provided herein or shall notify CITY that LESSEE is not exercising any option to extend the Term as provided in this Lease, CITY shall give the xi. There shall be no merger of this Lease nor of the leasehold estate created by Landlord to Tenant this Lease with the fee estate in the Leased Premises or any part thereof by reason of the fact that the same person, firm, corporation or other entity may acquire or own or hold, directly or indirectly, (A) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate, and (B) the fee estate in the Leased Premises or any part thereof or any interest in such fee estate, and no such notice to Tenant merger shall occur unless and until all corporations, firms and other entities, including any Leasehold Mortgagee, having any interest in (I) this Lease or the leasehold estate created by this Lease and (II) the fee estate in the Leased Premises or any part thereof or any interest in such fee estate shall join in a written instrument effecting such merger and shall duly record the same. xii. Except for termination in accordance with the terms of this Lease, there shall be no cancellation, surrender, amendment or modification of this Lease or attornment of any subtenant, without prior written consent thereto by the Leasehold Mortgagee, and no such cancellation, surrender amendment or modification shall be effective unless without such prior written consent. c. CITY agrees and acknowledges that the Leasehold Mortgage constitutes a copy Security Agreement under the Uniform Commercial Code of the State of Illinois (hereinafter called the “Code”) with respect to any part of the Leased Premises which may or might now or hereafter be deemed to be personal property, fixtures or property other than real estate owned by LESSEE (all for the purposes of this Paragraph 16.c, called “Collateral”). i. LESSEE (being the Debtor as that term is so serviced upon used in the Code) is and will be the true and lawful owner of the Collateral, subject to no liens, charges or encumbrances other than the lien of the Leasehold Mortgagee. (b) Mortgagee shall have ii. The Collateral is to be used by LESSEE solely for LESSEE’s own use. iii. The only persons having any interest in the privilege of performing Collateral are LESSEE, Leasehold Mortgagee, and any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms permitted tenant and users of the LeaseLeased Premises. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant ifd. CITY agrees that, within a period of thirty fourteen (3014) days after from the expiration request of LESSEE, any Leasehold Mortgagee, prospective Leasehold Mortgagee, any prospective purchaser of LESSEE’s business or interest in this Lease, or prospective assignee or sublessee of LESSEE (each, the period of time within which Tenant might cure such default“requesting party”), such default CITY shall execute and deliver to the requesting party a certificate certifying: (i) that this Lease is cured or caused to be cured by Mortgagee unmodified and in full force and effect (or, if within there have been modifications, a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause description of such defaultmodifications and that this Lease, Mortgagee diligently commences as modified, is in full force and effect); (ii) the dates to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.which ground rent has been paid;

Leasehold Mortgage. (a) Tenant shall be entitled to enter into an initial Leasehold Mortgage securing a principal obligation not to exceed 75% of total projected Development Costs. Tenant shall thereafter be entitled to enter into a Leasehold Mortgage from time to time, provided that (A) if such Leasehold Mortgage is executed on or prior to the fourth (4th) anniversary of the Completion Date, either (x) Tenant's Debt Service Ratio for the proposed Leasehold Mortgage at the time of such extension or refinancing is at least 1.2 or (y)(1) the principal amount of extension or refinancing of such Leasehold Mortgage does not exceed 75% of total projected Development Costs and (2) the proceeds of such extension or refinancing are used by Tenant exclusively to repay the existing Leasehold Mortgage being refinanced or to pay Development Costs; (B) if such Leasehold Mortgage is executed after the fourth (4th) anniversary of the Completion Date, Tenant's Debt Service Ratio for the proposed Leasehold Mortgage at the time of such extension or refinancing is at least 1.2; and (C) in all events, no Event of Default then exists. Notwithstanding any other provision term or condition of the this Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for Tenant allow the outstanding drawn but unpaid principal balance of any Leasehold Mortgage to be, on any date, more than thirty (30) days75% of actual Development Costs incurred by Tenant as of such date, unless Tenant's Debt Service Ratio for such Leasehold Mortgage at the time such Leasehold Mortgage was entered into was at least 1.2. "Development Costs" as used in this paragraph means the actual bona fide initial development hard and soft costs for the development of the Improvements of the type normally included in budgets for the development of hotels similar to the Hotel. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, Tenant 32.1 Lessee shall have the unrestricted right to execute mortgage its interest in this lease to a bank, insurance company or other bona fide institutional lender reasonable satisfactory to Lessor, provided that any such leasehold mortgage shall be subject and deliver subordinate to the rights of the Lessor hereunder and provided that all the terms and conditions of the mortgage loan are reasonably satisfactory to Lessor. 32.2 If Lessee shall mortgage its interest in this lease in accordance with this Section 32, and if Lessee or the leasehold mortgagee shall have notified Lessor in the manner hereinafter provided for the giving of notice by Lessee to Lessor of the address to which any notices to the leasehold mortgagee are to be mailed, then Lessor shall not be empowered to terminate this lease by reason of the occurrence of any default, unless and until Lessor shall have given the leasehold mortgagee a copy of its notice to Tenant of such default and leasehold mortgagee has received an opportunity to cure such default as provided in Section 32.3 below. 32.3 The leasehold mortgagee shall have the right to remedy any default under this lease or to cause the same to be remedied and Lessor shall accept such performance by or at the instance of such leasehold mortgagee as if the same had been made by Lessee. There shall be added to any grace period allowed by the term of this lease to Lessee for curing any default, an additional ten (10) days (or if a non-monetary default cannot be reasonably cured within said ten-day period, and the leasehold mortgagee thereafter diligently pursues to cure such default, such additional period as is required), for such leasehold mortgagee to cure the same beyond the time allowed to Lessee. Only the leasehold mortgagee may become the legal owner and holder of Lessee’s leasehold estate under this lease by foreclosure its leasehold mortgage or mortgages, deed as a result of trust, pledge and/or collateral the assignment of Lessee’s leasehold interest in lieu of foreclosure. In such event, the Lease ("Mortgage") as security for any indebtedness in any form whatsoeverleasehold mortgagee shall be deemed to have assumed all of Lessee’s past and future liabilities and obligations under this lease. Any future assignment of this lease by the leasehold mortgagee shall be subject to all of the assignment provisions of this lease. 32.5 In the event Tenant shall execute and deliver of termination of this lease or of any succeeding lease made pursuant to the provisions of this lease prior to its expiration date, Lessor will enter into a Mortgage, and if the holder new lease of the indebtedness secured by premises with the Lease ("Mortgagee") notifies Landlord leasehold mortgagee, for the remainder of the execution term, effective as of the date of such Mortgagetermination, at the rent, additional rent and upon the name covenants, agreements, provisions and place terms hereof, including the options to renew, provided that the leasehold mortgagee makes written request to Lessor for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, new lease within a period of thirty (30) days after from the expiration date of the period such termination and such written request is accompanied by payment of time within all amounts then due to Lessor and by curing of any other defaults which Tenant might cure such default, such default is cured or caused to be are susceptible of being cured by Mortgagee or, if within a period the payment of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysmoney. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. (a) Notwithstanding any other provision of the Lease anything to the contrarycontrary in this Lease regarding any assignment of this Lease, Tenant but subject to the provisions of this Section 13.5, Lessee shall have the unrestricted right at any time and from time to execute time to encumber the leasehold estate created by this Lease and deliver a mortgage or mortgagesLessee’s Improvements during the Term by mortgage, deed of trusttrust or other security instrument, pledge and/or collateral including, without limitation, an assignment of the Lease rents, issues and profits from the Premises ("a “Leasehold Mortgage"”), to secure repayment of a loan (and associated obligations) as security made to Lessee by an Institutional Lender for any indebtedness in purpose whatsoever; provided that the Leasehold Mortgage shall contain an express acknowledgment and agreement by the mortgagee that its interest are subject to all of the terms and conditions of this Lease. Lessee shall deliver to Lessor not later than thirty (30) days prior to, and promptly after, execution by Lessee a true copy of any form whatsoever. In the event Tenant shall execute and deliver a Leasehold Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgageany amendment, and modification or extension thereof, together with the name and place for service address of notices upon such the owner and holder thereof (“Lessee’s Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee”). (b) Mortgagee During the continuance of any Leasehold Mortgage until such time as the lien of such Leasehold Mortgage has been extinguished, and if a true copy of such Leasehold Mortgage shall have been delivered to Lessor together with a written notice of the privilege name and address of performing Lessee’s Mortgagee, Lessor shall not do or agree to any of Tenant's covenants the following without the prior written consent of Lessee’s Mortgagee: (A) mutually terminate or accept any voluntary surrender of curing any defaults by Tenant or of exercising any election, option or privilege conferred this Lease (except upon Tenant by the terms expiration of the Term), or (B) consent to any material amendment or modification of this Lease. (c) Landlord Notwithstanding any default by Lessee in the performance or observance of any covenant, condition, or agreement of this Lease on the part of Lessee to be performed or observed, Lessor shall have no right to terminate this Lease even though a Default by Lessee under this Lease shall have occurred and be continuing, unless and until Lessor shall have given Lessee’s Mortgagee written notice of such Default by Lessee and Lessee’s Mortgagee shall have failed to remedy (it being agreed that Lessee’s Mortgagee shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30be obligated to remedy) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee oracquire Lessee’s leasehold estate created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, if all as set forth in, and within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such defaultspecified by, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysthis Section 13.5. (d) Landlord Lessee’s Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, and without any additional penalty therefor, to pay all of the rents due hereunder, to provide any insurance, to pay any taxes and make any other payments, to make any repairs and improvements and 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 covenants, conditions and agreements hereof to prevent the termination of this Lease. All payments so made and all things so done and performed by Lessee’s Mortgagee shall be as effective as the same would have been if made, done and performed by Lessee instead of by Lessee’s Mortgagee, and shall be accepted by Lessor. (e) Should any Default by Lessee under this Lease occur, Lessee’s Mortgagee shall have sixty (60) days after receipt of notice from Lessor setting forth the nature of such Default by Lessee, and, if the default is such that possession of the Premises may be reasonably necessary to remedy the default, a reasonable time after the expiration of such sixty (60) day period, within which to remedy such default (it being agreed that Lessee’s Mortgagee shall not subordinate be obligated to remedy such default), provided that (A) Lessee’s Mortgagee shall have fully cured any default in the payment of any monetary obligations of Lessee under this Ground Lease within such sixty (60) day period and shall continue to pay currently such monetary obligations as and when the same are due, and (B) Lessee’s Mortgagee shall have acquired Lessee’s leasehold estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such sixty (60) day period or prior thereto, and shall be diligently and continuously prosecuting any such proceedings to completion. All rights of Lessor to terminate this Lease, as against Lessee’s Mortgagee, as the result of the occurrence of any such Default by Lessee shall be subject to and conditioned upon Lessor having first given Lessee’s Mortgagee written notice of such Default by Lessee and Lessee’s Mortgagee having failed, within said limited period, to remedy such default or acquire Lessee’s leasehold estate created hereby or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and within the time period specified by this Section 13.5(e). (f) A Default by Lessee under this Lease which in the nature thereof cannot be remedied by Lessee’s Mortgagee shall be deemed to be remedied if (A) within sixty (60) days after receiving written notice from Lessor setting forth the nature of such Default by Lessee, Lessee’s Mortgagee shall have acquired Lessee’s leasehold estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof, (B) Lessee’s Mortgagee shall diligently and continuously prosecute any such proceedings to completion, (C) Lessee’s Mortgagee shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease which do not require possession of the Premises within such sixty (60) day period and shall thereafter continue to faithfully perform all such monetary obligations which do not require possession of the Premises, and (D) after gaining possession of the Premises, Lessee’s Mortgagee shall perform all of the obligations of Lessee hereunder as and when the same are due. (g) If Lessee’s Mortgagee is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessee from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times specified in subparagraphs (f) and (g) above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that Lessee’s Mortgagee shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease and shall continue to pay currently such monetary obligations as and when the same fall due, and provided that Lessee’s Mortgagee shall diligently attempt to remove any such prohibition. (h) Lessor shall mail to Lessee’s Mortgagee a duplicate copy by certified mail of any and all notices which Lessor may from time to time give to or serve upon Lessee pursuant to the provisions of this Lease; and no notice by Lessor to Lessee hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to Lessee’s Mortgagee. Lessee’s Mortgagee shall have the right to give notices on behalf of Lessee. (i) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold estate created hereby from Lessee to Lessee’s Mortgagee by virtue or in lieu of 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 a default under this Lease. Upon such foreclosure, sale or conveyance, Lessor shall recognize Lessee’s Mortgagee, or any other foreclosure sale purchaser, as Lessee hereunder. In the event Lessee’s Mortgagee becomes Lessee under this Lease or under any new lease obtained pursuant to Section 13.5(j), Lessee’s Mortgagee shall be liable for the obligations of Lessee under this Lease or such new lease only for the period of time that Lessee’s Mortgagee is the Lessee hereunder or thereunder. This Lease or any new lease shall be freely assignable by Lessee’s Mortgagee or any other foreclosure sale purchaser. In the event Lessee’s Mortgagee subsequently assigns or transfers its interest under this Lease after acquiring the same by foreclosure or by an acceptance of a deed in lieu of foreclosure or subsequently assigns or transfers its interest under any such new lease, and in connection with any such assignment or transfer Lessee’s Mortgagee takes back a mortgage or deed of trust encumbering such leasehold interest to secure a portion of the purchase price given to Lessee’s Mortgagee for such assignment or transfer, then such mortgage or deed of trust shall be considered a Leasehold Mortgage as contemplated under this Section 13.5 and Lessee’s Mortgagee shall be entitled to receive the benefit of this Section 13.5 and any other provisions of this Lease intended for the benefit of the holder of a Leasehold Mortgage. During the pendency of any foreclosure or sale proceedings, Lessor will recognize and give effect to any mortgage and all subleases covering any portion of the Premises, so long as the sublessees thereunder are not in default under their respective subleases. (j) Should this Lease be terminated by Tenantreason of any default by Lessee hereunder, Lessor shall, upon written request by Lessee’s Mortgagee to Lessor received within sixty (60) days after such termination, execute and deliver a new lease of the Demised Land to Lessee’s Mortgagee for the remainder of the term of this Lease with the same covenants, conditions and agreements (except for any requirements which have been satisfied by Lessee prior to termination) as are contained herein, and which new lease shall be freely assignable by Lessee’s Mortgagee (or its assignee), in all cases subject to the provisions of paragraph 11 of the PCD and any Governmental Restrictions. Together with the execution and delivery of such new lease of the Premises, Lessor shall, at the request of Lessee’s Mortgagee, deliver to Lessee’s Mortgagee a quitclaim deed respecting Lessee’s Improvements for the term of such new lease. Lessor’s obligation to enter into such new lease of the Premises with Lessee’s Mortgagee shall be conditioned as follows: (A) Lessee’s Mortgagee has remedied and cured all monetary defaults hereunder and has remedied and cured or has commenced and is diligently completing the cure of all nonmonetary defaults of Lessee susceptible to cure by any party other than by the original Lessee, and (B) Lessee’s Mortgagee shall pay or cause to be paid all actual and reasonable costs and expenses of Lessor, including, without limitation, reasonable attorneys’ fees, real property transfer taxes and any escrow fees and recording charges, incurred in connection with the preparation and execution of such new lease and any conveyances related thereto.

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, may encumber by deed of trusttrust its leasehold interest and estate in the Premises, pledge and/or collateral assignment of together with all Improvements placed on the Lease ("Mortgage") Premises by Tenant, as security for indebtedness of Tenant, provided that (a) the beneficiary of any such deed of trust is a reputable institutional lender, (b) the proceeds of any notes or other indebtedness secured by such deed of trust shall be disbursed solely for payment of obligations incurred by Tenant in any form whatsoever. In effecting this Lease and constructing the event Improvements on the Premises and otherwise only as Landlord and Tenant agree, and (c) Tenant shall execute and deliver a Mortgagerefrain from encumbering or purporting to encumber, and if the holder by means of any such deed of trust or otherwise (i) any portion of the Land other than Tenant’s interest in easements and covenants or (ii) any portion of the Landlord’s Estate, as hereinafter defined. The deed of trust and note or other indebtedness shall, without limitation by reason of specification, contain provisions to the following effect: a. Shall provide that any assignment to the mortgagee of any rents due and payable to Tenant under any sublease of this Lease shall be effective only on default in payment or performance of any obligations imposed by the terms of the deed of trust or note or other indebtedness secured by the deed of trust; and b. Shall provide that a copy of any notice to Tenant under the deed of trust or note or other indebtedness secured by the deed of trust shall be provided to Landlord at the address set forth in Section 21 of this Lease ("Mortgagee") notifies and that Tenant consents to Landlord being provided a copy of any such notice. If Landlord shall consent to a leasehold deed of trust on the execution of such Mortgage, Premises and shall be provided the name and place for service address of notices upon such Mortgagee, then and in such eventthe mortgagee, Landlord hereby agrees for shall mail or deliver to the benefit mortgagee, at the mortgagee’s address, a duplicate copy of Tenant and such Mortgagee all notices in writing which Landlord may, from time to time: (a) That Landlord will , give to any Mortgagee simultaneously with service or serve on Tenant a duplicate under and pursuant to the terms and provisions of this Lease. The copies shall be mailed or delivered to the mortgagee at, or as near as possible to, the same time that the notices are given to or served on the Tenant. The mortgagee may, at its option, at any and all notices or demands given by Landlord to Tenant and no such notice to time before the rights of Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing terminated as provided in this Lease, pay any of Tenant's covenants the rents or other charges due under this Lease or do any act or thing required of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of this Lease or do any act or thing that may be necessary or proper to be done in observance of the Lease. (c) Landlord shall not terminate covenants and conditions of the Lease or Tenant's right to prevent termination of possession for any default the Lease. All payments so made and all things so done and performed by the mortgagee shall be as effective to prevent a termination of the rights of Tenant if, within a period of thirty (30) days after under this Lease as if the expiration of the period of time within which Tenant might cure such default, such default is cured same would have been done or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage performed by Tenant.

Leasehold Mortgage. Notwithstanding any other provision of the Lease anything contained herein to the contrary, Tenant shall have and in addition to any rights, privileges and remedies granted to the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness Mortgagee elsewhere in any form whatsoever. In the event Tenant shall execute and deliver a this Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such MortgageMortgagee shall have, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord Mortgagor hereby agrees grants to the Mortgagee for the benefit of Tenant the Secured Parties, any and all rights, privileges and remedies related to the leasehold estate created by the Ground Lease (including without limitation, any renewal rights and options to purchase contained in the Ground Lease) without the necessity of particularly specifying any or all of such Mortgagee from time rights, privileges and remedies that are or could be granted to timeleasehold mortgagees pursuant to the Ground Lease. The Mortgagor hereby represents, covenants and agrees that: (a) That Landlord will give The Ground Lease is a valid and subsisting lease for the term therein set forth, is in full force and effect in accordance with the terms thereof, has not been modified except as expressly set forth herein and Mortgagor is the holder of lessee’s interest thereunder. No material default exists, and to any Mortgagee simultaneously with service on Tenant a duplicate the best knowledge of any and all notices Mortgagor, no event or demands given by Landlord to Tenant act has occurred and no such condition exists which with the passage of time or the giving of notice to Tenant shall be effective unless or both would constitute a copy is so serviced upon Mortgageedefault under the Ground Lease. (b) Mortgagee shall This Mortgage is lawfully executed and delivered in conformity with the Ground Lease and any and all consents required under the Ground Lease have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leasebeen timely received and are effective. (c) Landlord shall not terminate The Mortgagor will pay when due the Lease or Tenant's right of possession for any default of Tenant ifrents, within a period of thirty (30) days after taxes and other sums and charges mentioned in and made payable by the expiration of Mortgagor under the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysGround Lease. (d) Landlord The Mortgagor will promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by it under the Ground Lease, within the periods (including any grace or cure periods) provided therein, and will do all things reasonably necessary to preserve and to keep unimpaired its rights under the Ground Lease. In the event of the failure of Mortgagor to make any payment required to be made by the Mortgagor pursuant to the provisions of the Ground Lease or to observe, abide by, discharge or perform, or cause to be observed, kept, discharged or performed, any of the terms, obligations, covenants, conditions, agreements, indemnities, representations, warranties or liabilities of the Ground Lease in each case within the periods (including any grace or cure periods) provided therein, the Mortgagor does hereby irrevocably appoint and constitute the Mortgagee as its true and lawful attorney in fact, which appointment is irrevocable and coupled with an interest, in its name, place and stead, to take any and all actions deemed necessary or desirable by the Mortgagee to perform and comply with all of the obligations of the Mortgagor under the Ground Lease; to do and take, but without any obligation so to do, any action which the Mortgagee deems necessary or desirable to prevent or cure any default by the Mortgagor under the Ground Lease; to enter into and upon the Mortgaged Property or any part thereof to such extent and as often as the Mortgagee, in its reasonable discretion, deems necessary or desirable in order to prevent or cure any default of the Mortgagor pursuant thereto; to the end that the rights of the Mortgagor in and to the leasehold estate created by the Ground Lease shall be kept unimpaired and free from default, and all sums so expended by the Mortgagee, with interest thereon at the Default Rate from the date of each such expenditure, shall be paid by the Mortgagor to the Mortgagee promptly upon demand by the Mortgagee and shall be added to the indebtedness secured hereby. The Mortgagor shall, within five (5) days after written request by the Mortgagee, execute and deliver to the Mortgagee, or to any person designated by the Mortgagee, such further instruments, agreements, powers, assignments, conveyances or the like as may be reasonably necessary to complete or perfect the interest, rights or powers of the Mortgagee pursuant hereto. (e) The Mortgagor will promptly (i) notify the Mortgagee in writing of the receipt by it of any notice of default from the lessor under the Ground Lease; (ii) notify the Mortgagee in writing of the receipt by it of any notice under the Ground Lease of the termination of the Ground Lease; (iii) cause a copy of each such notice received by the Mortgagor from the lessor under the Ground Lease to be delivered to the Mortgagee; and (iv) cause a copy of any notice of election or the exercise of any rights of option, purchase or renewal under the Ground Lease sent by the Mortgagor to the lessor under Ground Lease, to be delivered to the Mortgagee. (f) The Mortgagor will not subordinate this terminate or surrender or suffer or permit any termination or surrender of the Ground Lease, nor modify the Ground Lease in any material respect, without the prior written consent of the Mortgagee. (g) The Mortgagor will, within twenty (20) days after written demand from the Mortgagee, obtain from the lessor under the Ground Lease and deliver to the Mortgagee an estoppel certificate that complies with the requirements set forth in the Ground Lease. (h) The Mortgagor will furnish to the Mortgagee upon reasonable request, proof of payment of all items which are required to be paid by the Mortgagor pursuant to the Ground Lease and a statement of any such payments which the Mortgagor is contesting or arbitrating pursuant to the terms of the Ground Lease. (i) The Mortgagor will not consent to the subordination of the Ground Lease to any lien on the fee estate of the lessor under the Ground Lease, without the prior written consent of the Mortgagee. (j) Except to the extent permitted by the Credit Facility Documents, to the extent that Mortgagor has or may acquire any rights or options to renew or extend the term of the Ground Lease, or to purchase any right, title or interest in or to all or any portion of the Land covered by the Ground Lease, Mortgagor shall exercise any or all of such rights or options as may be required to preserve the leasehold estate and purchase options through the Maturity Date. The Mortgagor shall give the Mortgagee simultaneous written notice of the exercise of any such option or right to renew or extend, together with a copy of the instrument given to the lessor under the Ground Lease exercising such option or right, and thereafter, shall promptly deliver to the Mortgagee a copy of any acknowledgment by the lessor with respect to the exercise of such option or right. (k) Upon the occurrence and during the continuance of any Event of Default, all options, elections, consents and approval rights conferred upon Mortgagor as lessee under the Ground Lease, together with the right of termination, cancelation, modification, change, supplement, alteration or amendment of the Ground Lease, all of which have been assigned for collateral purposes to Mortgagee, shall automatically vest exclusively in and be exercisable solely by Mortgagee. (l) So long as this Mortgage is in effect, there shall be no merger of the Ground Lease or any interest therein, or of the leasehold estate created thereby, with the fee estate in the Land or any portion thereof by reason of the fact that the Ground Lease or such interest therein may be held directly or indirectly by or for the account of any person who shall hold the lessor’s fee estate in the Land or any portion thereof or any interest of the lessor under the Ground Lease. In case the Mortgagor acquires fee title to the Land, this Mortgage shall attach to and cover and be a lien upon the fee title acquired, and such fee title shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by Tenantthis Mortgage, and the lien of this Mortgage shall be prior to the lien of any mortgage placed on the acquired fee estate after the date of this Mortgage. Mortgagor shall notify Mortgagee of any such acquisition and, on written request by Mortgagee, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the reasonable opinion of Mortgagee be necessary or appropriate to effect the intent and meaning hereof and shall deliver to Mortgagee an endorsement to Mortgagee’s loan title insurance policy insuring that such fee title or other estate is subject to the lien of this Mortgage. (m) If the Ground Lease shall be terminated prior to the natural expiration of its terms, and if, pursuant to any provision of the Ground Lease or otherwise, Mortgagee or its designee shall acquire from the lessor under such Ground Lease a new lease of the Land or any part thereof, Mortgagor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

Leasehold Mortgage. Notwithstanding The parties hereto hereby consent to any leasehold mortgage entered into in connection with the JPM Financing (each, a “JPM Leasehold Mortgage”). In connection with any Subsequent Financing, so long as the Administrative Agent provides its prior written consent (unless the Discharge of Participation Obligations has occurred), Tenant may pledge and grant a mortgage or other security interest in its leasehold interest and related rights created by this Sublease as security for Tenant’s obligations to pay Basic Rent of the Designated Rent, but only as permitted, limited, conditioned, and restricted in this Section 14 (each, a “Future Leasehold Mortgage” and, together with any JPM Leasehold Mortgage, the “Leasehold Mortgages”). Except as set forth in this Section 14 or as the Administrative Agent may require to secure the JPM Financing, under no circumstances may Tenant pledge, lien, mortgage, or otherwise encumber or any property of the Landlord, whether real or personal, including specifically (but not limited to) any of the Leased Property and/or the Phase I Premises. Under no circumstances may Tenant pledge, lien, mortgage, or otherwise encumber any property of NASA, whether real or personal, including specifically (but not limited to) any of NASA’s interests in the Leased Premises and/or the Phase I Premises. In connection with any Future Leasehold Mortgage, Tenant will, at its sole cost and expense, execute, deliver and cause or permit to be recorded or filed, the Future Leasehold Mortgage. In addition, the Tenant agrees as follows with respect to each Future Leasehold Mortgage executed by Xxxxxx: (i) at the time the Future Leasehold Mortgage is executed and delivered , there shall exist no default or no circumstances which, with the passage of time or giving of notice, or both, would be the basis for a default by Tenant under this Sublease; (ii) the Future Leasehold Mortgage shall not encumber or affect the fee simple interest in the Leased Property, Xxxxxxxx’s interest hereunder, or Xxxxxxxx’s reversionary interest and estate in and to the Leased Property and the Phase I Premises or any part thereof; (iii) Landlord shall have no liability whatsoever for payments of amounts secured by the Future Leasehold Mortgage, or any interest accrued thereon or any other provision sum secured thereby or accruing thereunder, and the holder thereof (the “Mortgagee”,) shall not be entitled to seek any damages or other amounts against Landlord for any or all of those amounts; (iv) the Future Leasehold Mortgage shall provide that, if an event of default under the Leasehold Mortgage has occurred and is continuing and the Mortgagee gives notice of such event of default to Tenant, then the Mortgagee shall give notice of such default to Landlord in the manner provided in Section 25 hereof, and notice to Landlord shall be delivered either simultaneously or promptly after the Mortgagee gives notice to Tenant; (v) subject to the terms of this Sublease and except as otherwise specified herein or as otherwise agreed by the Landlord in writing, all rights acquired by the Mortgagee under the Future Leasehold Mortgage shall be subject and subordinate to all provisions of this Sublease and to all rights of Landlord under this Sublease; (vi) while the Future Leasehold Mortgage is outstanding, Landlord shall not agree to any material amendment to or material modification of this Sublease or agree to a voluntary surrender or termination of this Sublease by Tenant without the consent of the Lease Mortgagee. For purposes of this paragraph, “material” means that the amendment of modification could reasonably be expected to have an adverse effect on the contraryrights or interests of the Mortgagee under the Future Leasehold Mortgage; (vii) notwithstanding an enforcement of the Future Leasehold Mortgage, Tenant shall have remain responsible for the unrestricted right payment of all sums owing to execute any party under this Sublease, including without limitation as provided in Section 42; (viii) the Mortgagee shall not, by virtue of the Future Leasehold Mortgage, acquire any greater rights with respect to the Leased Property or the Phase I Premises than Tenant has at any applicable time under this Sublease; (ix) if the Future Leasehold Mortgage is to be assigned to an agent or other fiduciary other than the Administrative Agent, then the Mortgagee, Landlord, and deliver Tenant shall enter into a mortgage or mortgages, deed of trust, pledge and/or collateral consent in a form acceptable to all parties whereby all parties consent to the assignment of the Lease Future Leasehold Mortgage. Nothing herein or therein shall obligate Landlord to consent to service of process in connection with any legal proceeding brought outside of Florida ("Mortgage"or the commencement or prosecution of any legal proceeding brought outside of Florida) as security for or enter into any indebtedness in agreement not governed by Florida law or any form whatsoever. In agreement inconsistent with or contrary to the event Tenant shall execute terms and deliver conditions of this Sublease; and (x) whenever there exists a Future Leasehold Mortgage, and if until the holder obligations of the indebtedness Tenant secured by the Lease Future Leasehold Mortgage have been completely paid and performed and the Leasehold Mortgage has been satisfied and discharged, Landlord shall send to the Mortgagee ("Mortgagee") notifies provided that Landlord has received notice of the execution of such MortgageMortgagee’s address in accordance herewith, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and if such Mortgagee from is not the Administrative Agent), in the manner provided for delivery of a notice under this Sublease in Section 25 hereof, a true, correct and complete copy of every notice to Tenant of a default by Tenant under the Sublease at the same time to time: (a) That Landlord will give to as or within a reasonable period of time after any Mortgagee simultaneously with service on Tenant a duplicate such notice of any and all notices or demands default is given by Landlord to Tenant and no Tenant, addressed to the Mortgagee at the address last furnished to Landlord by the Mortgagee. Landlord’s failure to provide a copy of any notice of default to the Mortgagee shall not invalidate such notice of default or render such notice of default ineffective, nor shall any such failure by Landlord to provide such notice to Tenant shall the Mortgagee be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have default or breach of this Sublease or give rise to any liability on the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms part of the Lease. (c) Landlord shall not terminate to the Lease Mortgagee or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision Tenant may, with Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), mortgage or otherwise encumber Tenant’s leasehold estate (defined as Tenant’s interest in the Premises as set forth in this Lease), assign Tenant’s leasehold estate as collateral security, and collaterally assign Tenant’s rights under this Lease (each, a “Leasehold Mortgage” and the holder thereof being a “Leasehold Mortgagee”) on the following terms and conditions: (a) the Leasehold Mortgage shall not extend beyond the expiration date of the Lease then current Term; (b) the Leasehold Mortgage shall not lien or encumber the fee interest of Landlord in any manner, and the lien of the Leasehold Mortgage shall be subordinate in all respects to the contrary, fee interest of Landlord; (c) Tenant shall have the unrestricted right to execute notify Landlord and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute every Superior Lessor and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord Superior Mortgagee of the execution of such Mortgage, Leasehold Mortgage and the name and place for service of notices notice upon such Leasehold Mortgagee; and (d) Tenant’s making a Leasehold Mortgage shall not be deemed to constitute an unpermitted assignment or transfer of Tenant’s leasehold estate, nor shall any Leasehold Mortgagee, then and as such, or in the exercise of its rights under this Lease, prior to foreclosure, be deemed to be an assignee, transferee, or mortgagee in possession of Tenant’s leasehold estate so as to require such eventLeasehold Mortgagee, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time as such, to time: (a) That Landlord will give assume or otherwise be obligated to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee shall have the privilege of performing perform any of Tenant’s obligations under this Lease. Notwithstanding the foregoing, Tenant may, with notice to but without Landlord's covenants or of curing any defaults consent enter into a Leasehold Mortgage where the total amount secured by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leasesuch mortgage is less than $1,000,000. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision 13.1 This section 13 applies only if the borrower’s interest in the land at the time of the Lease this mortgage is executed is, or includes, a leasehold interest. 13.2 The borrower represents to the contrarylender that, (a) the lease is owned by the borrower subject only to those charges and encumbrances that are registered in the land registry office at the time the borrower executes the mortgage form, (b) the lease is in good standing, (c) the borrower has complied with all the borrower’s promises and agreements contained in the lease, (d) the borrower has paid all rent and other amounts due and payable under the lease, (e) the lease is not in default, Tenant shall have and (f) the unrestricted borrower has the right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In lease to the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timelender. 13.3 The borrower will: (a) That Landlord will give comply with the lease and not do anything that would cause the lease to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee.terminated, (b) Mortgagee shall have immediately give to the privilege lender a copy of performing any notice received from the lessor under the lease, (c) immediately notify the lender if any party to the lease, including the borrower, advises the other party(s) to the lease of their intention to terminate the lease before the term expires, and (d) execute any other document the lender requires to ensure that the freehold interest in the land is charged by this mortgage should such freehold interest be transferred to, or otherwise be acquired by, the borrower. 13.4 Any default under the lease is a default under this mortgage. 13.5 The borrower promises the lender the borrower will not, without first obtaining the written consent of the lender, surrender or terminate the lease, agree to change any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leaselease or acquire the freehold interest in the land. 13.6 The lender may perform any promise or agreement of the borrower under the lease and the cost to the lender of so doing will form part of the mortgage money, be payable on demand and bear interest until fully paid. 13.7 If the borrower acquires the freehold interest in any part of the land: (a) the freehold estate will not merge with the borrower’s leasehold title but will always remain separate and distinct unless the lender otherwise consents in writing, (b) this mortgage will constitute, automatically and immediately without execution or registration of further documentation, a first mortgage and charge of the freehold estate of the land so acquired, in addition to a first mortgage and charge of the leasehold interest, and this mortgage will not be deemed, or held to have been, terminated, and (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after borrower will do all acts and execute all documentation necessary to evidence the expiration charge of the period of time within which Tenant might cure such defaultfreehold estate constituted section 2.2, such and any failure to comply with this section will be a default is cured under this mortgage. 13.8 Nothing done by the lender under this section 13 will make or caused deem the lender to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but mortgagee in no event shall default continue for more than thirty (30) dayspossession. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any (a) Tenant may encumber by mortgage, mortgages or other provision of proper instruments this Lease and Tenant’s leasehold interest in the Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") Premises as security for any indebtedness undertaken by Tenant (each, a “Leasehold Mortgage”). The execution of a Leasehold Mortgage or other similar instrument, or the foreclosure thereof, or any sale thereunder, either by judicial proceedings or by virtue of any power reserved in any form whatsoever. In the event Tenant shall execute and deliver a Leasehold Mortgage, and if or conveyance by Tenant to the holder of such indebtedness (each, a “Holder of Leasehold Mortgage”), or the indebtedness secured exercising of any right, power or privilege reserved in a Leasehold Mortgage, shall not be held as a violation of any of the terms and conditions hereof, or as an assumption by the Lease ("Mortgagee") notifies Landlord Holder of Leasehold Mortgage or its designee personally of the execution obligations hereof, except to the extent that the Holder of Leasehold Mortgage or its designee voluntarily assumes said obligations in order to avoid termination of this Lease, provided that such Mortgage, and Leasehold Mortgage or the name and place for service actions taken pursuant thereto shall not violate the following provisions of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgageethis Paragraph. (b) Mortgagee If Tenant shall have encumber this Lease or its leasehold interest in the privilege Premises and if Tenant or a Holder of performing Leasehold Mortgage shall give written notice to Landlord of the existence thereof and the address of such Holder of Leasehold Mortgage, then Landlord will mail or deliver to each such Holder of Leasehold Mortgage, at such address, a duplicate copy of all notices in writing which Landlord may, from time to time, give to or serve on Tenant under and pursuant to the terms and provisions hereof, such copies shall be mailed or delivered to each such Holder of Leasehold Mortgage, at, or as near as possible to, the same time such notices are given to or served on Tenant. Each such Holder of Leasehold Mortgage may, at its option, at any time before the rights of Tenant shall be terminated as provided herein, pay any of Tenant's covenants the rents due hereunder, or pay any taxes and assessments, or do any act or thing required of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms hereof, or do any act or thing that may be necessary and proper to be done in the observance of the Leasecovenants and conditions hereof, or to prevent the termination hereof, all payments so made, and all things so done and performed by such Holder of Leasehold Mortgage shall be as effective to prevent a termination of the rights of Tenant hereunder as the same would have been if done and performed by Tenant. (c) Landlord shall agrees that it will not terminate this Lease because of the bankruptcy or insolvency of the Tenant, or because the Tenant shall abandon the Premises, or because the Tenant shall suffer this Lease or Tenant's right any estate or interest thereunder to be taken under any writ of possession execution, or because the Tenant shall make an assignment for the benefit of creditors, or because of any other failure on the part of Tenant to observe or perform any of the covenants contained in this Lease, if a Holder of Leasehold Mortgage cures any default by Tenant which is curable by the payment of Tenant if, money within a period of thirty (30) days after the expiration date of written notice from Landlord to each Holder of Leasehold Mortgage specifying the nature of the period of time within which Tenant might cure such default, or if such default is cured not curable by the mere payment of money, then if a Holder of Leasehold Mortgage shall agree in writing to perform (and does perform) within ninety (90) days after the date of the written notice of default from Landlord to each Holder of Leasehold Mortgage specifying the nature of the default all of the obligations of Tenant under this Lease capable of performance by a Holder of Leasehold Mortgage until such time as this Lease shall be sold upon foreclosure pursuant to the provisions of the Leasehold Mortgage. Provided that a Holder of Leasehold Mortgage pays all amounts then due and payable on the part of the Tenant, including interest and all late penalties, and Landlord’s legal fees incurred as a result of Tenant’s default, Landlord agrees to accept performance by such Holder of Leasehold Mortgage of any term, covenant or caused condition to be performed by Tenant under this Lease with the same force and effect as though timely performed by Tenant as long as such Holder of Leasehold Mortgage performs within the time periods previously set forth in this Subparagraph. If a Holder of Leasehold Mortgage fails to cure any Tenant default in accord with the foregoing, Landlord may terminate this Lease and proceed with all available remedies to take possession of the Premises and all other rights pertaining thereto, as set forth in the provisions governing default under this Lease. When more than one Holder of Leasehold Mortgage exists, the rights and interests of each Holder of Leasehold Mortgage under this Lease shall be determined by the priority of each such Holder of Leasehold Mortgage and as such rights and interests may be restricted or otherwise allocated pursuant to any agreement(s) between such Holders of Leasehold Mortgage or between Tenant and such Holder(s) of Leasehold Mortgage. Notwithstanding any such agreement(s), Landlord is required to give any notice required hereunder to all Holders of Leasehold Mortgage of which Landlord has been given written notice. Landlord acknowledges that some Tenant defaults may not be capable of cure by a Holder of Leasehold Mortgage, such as the bankruptcy of the Tenant. Landlord agrees that Tenant defaults which are by their nature impossible to cure by a Holder of Leasehold Mortgage shall not be deemed a basis for termination of this Lease so long as all other defaults which are capable of cure are cured in accordance with this Section. (d) Landlord agrees that this Lease shall not be hereafter modified or amended without the prior written consent of each Holder of Leasehold Mortgage to: (i) Increase the Annual Rent or additional rent (except with regard to increases now provided in the Lease); (ii) Change the legal description of the Premises from that now set forth in this Lease; (iii) Shorten the term or any renewal term of this Lease, except as now permitted by Mortgagee this Lease; (iv) Change the permitted use of the Premises; or (v) Impose any additional obligations upon Tenant. Landlord further covenants and agrees not to accept a surrender of the Premises or a cancellation or release of this Lease from Tenant (except pursuant to the exercise of Landlord’s remedies provided herein if an event of default occurs) prior to the expiration or earlier termination thereof without the prior written consent of each Holder of Leasehold Mortgage. (e) If Landlord exercises Landlord’s right to terminate this Lease as provided in Article 20 hereof, if then each Holder of Leasehold Mortgage shall have the right to notify Landlord in writing, within a period of thirty (30) days after the expiration effective date of written notice from Landlord to each Holder of Leasehold Mortgage, that such one or more Holders of Leasehold Mortgage or any designee or nominee thereof elects to lease the Premises from the date of such termination of this Lease for the remainder of the period scheduled term of time this Lease, including the option terms, at the rent and upon the other same terms, covenants and conditions that are herein set forth, with the same relative priority as this Lease and having the benefit of investing in such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof of all of the rights, title, interests, powers and privileges of Tenant hereunder. If such one or more Holder(s) of Leasehold Mortgage elects to obtain such new lease, then such Holder(s) of Leasehold Mortgage shall be obligated, within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. days after delivery to Landlord of such notice of election, to (di) Landlord shall not subordinate this Ground Lease cure the default upon which such termination was based, or in respect to any mortgage default not capable of being cured within such thirty (30) day time period or which cannot be cured without entry and possession to proceed and effectuate such cure with due diligence following delivery of possession (excluding, however, Tenant defaults which by Tenant.their nature are impossible to cure); (ii) pay to Landlord all Annual Rent including interest, all late penalties, and all items of additional rent due and payable under this Lease up to and including the date of commencement of the term of such new lease; and (iii) pay to Landlord all expenses and reasonable attorney’s fees incurred by Landlord in connection with any such default and termination and with the preparation, execution and delivery of such new lease. Upon such performance by such one or more Holder(s) of Leasehold Mortgage or any designee or nominee thereof, such parties shall have the same relative priority as this Lease and having the benefit of all the rights, titles, interests, powers and privileges of Tenant hereunder, including, specifically, automatic vesting of title to all improvements as well as all equipment, fixtures and machinery therein, until the expiration of the term of this Lease unless this Lease shall thereafter be sooner

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, Tenant Lessee shall have the unrestricted right right, at any time and from time to execute time, to encumber, hypothecate or mortgage Lessee's leasehold estate hereunder (a "Leasehold Mortgage"), without the prior approval of Lessor. Lessee solely shall be entitled to receive all proceeds of all financing (interim, construction, permanent, capital improvement, and deliver equity) for Lessee's leasehold estate arising under this Lease and for the Improvements on the Leased Premises, or any part thereof, and any refinancing of all or any part of such financing, including, without limitation, interim, permanent, capital improvement and equity financing. For purposes of this Lease, the term "Leasehold Mortgage" shall include without limitation a mortgage or mortgagesmortgage, deed of trusttrust or any other security instrument by which Lessee may encumber, pledge and/or collateral assignment hypothecate, or mortgage all or part of Xxxxxx's leasehold estate hereunder or any Improvements on the Leased Premises. Nothing contained in this Lease shall be deemed to grant, or to authorize Lessee to grant, any lien or other encumbrance encumbering Lessor's interest or estate in the Leased Premises. (a) Should Lessee enter into a Leasehold Mortgage with any party (a "MortgageLeasehold Mortgagee") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage), and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution provided notice of such MortgageLeasehold Mortgage and the notice address of such Leasehold Mortgagee (which address is within the United States of America) has been provided to Lessor by Lessee or the Leasehold Mortgagee, it is agreed by and between Lessor and Lessee, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timethe Leasehold Mortgagee, as follows: (ai) That Landlord Lessor will give deliver to any the Leasehold Mortgagee simultaneously with service on Tenant a duplicate copy of any and all notices notice or demands given by Landlord other communication from Lessor to Tenant Lessee under this Lease at the time of giving such notice or communication to Lessee, and no termination of this Lease, or of Xxxxxx's right to possession of the Leased Premises or any re-letting of the Leased Premises by Lessor predicated on the giving of such notice to Tenant notice, shall be effective unless Lessor gives to the Leasehold Mortgagee a concurrent written notice, or a concurrent copy of its notice to Lessee, of such default or termination at the most recent address provided to Lessor in writing for such Leasehold Mortgagee. So long as Lessor has been given notice respecting the identity and notice address of a Leasehold Mortgagee, no notice to Lessee shall be effective unless duplicate copies thereof are sent to the Leasehold Mortgagee at the most recent address provided to Lessor in writing for such Leasehold Mortgagee at the same time the notice is given or served upon Lessee. (ii) In the event of any default by Lessee under any of the provisions of this Lease, the Leasehold Mortgagee will have the same notice and cure period as is given Lessee for remedying such default or causing it to be remedied, plus, in each case an additional period of time as specified in Section 28 (e) (the "Extended Mortgagee Cure Period"). (iii) In the event of any default by Lessee under any of the provisions of this Lease, the Leasehold Mortgagee, without prejudice to any of its rights against Lessee, shall have the right to cure such default hereunder within the applicable grace or cure period provided for in the preceding subsection (ii), and Lessor shall accept such performance on the part of the Leasehold Mortgagee as though the same had been performed by Xxxxxx; and for such purpose Lessor and Lessee each hereby authorize the Leasehold Mortgagee to enter upon the Leased Premises in order to exercise any of Lessee's rights and powers under this Lease. Without limitation to the foregoing, any such Leasehold Mortgagee, at its option, and at any time within the notice and cure period afforded to Lessee or during the Extended Mortgagee Cure Period, may pay any of the Rent due hereunder or may affect any insurance, or pay any taxes and assessments, or may make any repairs and Improvements, or may make any deposits, or may do any other act or thing to make any other payment required of Lessee by the terms of this Lease or may do any act or thing which may be necessary and proper to be done in the observance of the covenants and conditions of this Lease, or to prevent the forfeiture of this Lease, and all payments so serviced upon made and all things so done and performed by any such Leasehold Mortgagee shall be effective to prevent a forfeiture of the rights of Lessee hereunder as the same would have been if timely done and performed by Lessee instead of by the Leasehold Mortgagee. (biv) In the event of any default by Lessee under any of the provisions of this Lease, and if prior to the expiration of the applicable notice and cure period specified in subsection (ii) above, the Leasehold Mortgagee shall give Lessor written notice that it intends to undertake the curing of such default, or to cause the same to be cured, or to exercise its rights to acquire the interest of Lessee in this Lease and in the Improvements on the Leased Premises by foreclosure or otherwise, and shall promptly commence and then proceed with due diligence to do so, whether by performance on behalf of Lessee of its obligations under this Lease or by entry on the Leased Premises by foreclosure or otherwise, then Lessor agrees that it will not terminate or take any action to effect a termination of this Lease or reenter, take possession of or re-let the Leased Premises, or otherwise enforce performance of this Lease, so long as (A) the Leasehold Mortgagee is with due diligence and in good faith engaged in effecting such foreclosure or in the curing of such default, (B) all past due Rent and other charges payable to Lessor hereunder are paid currently; provided that the Leasehold Mortgagee shall have the privilege right, but not the obligation, to continue such possession or continue such foreclosure proceedings after such default is cured. Nothing herein shall preclude Lessor from terminating this Lease with respect to any additional default which may occur during the aforesaid period of performing forbearance which is not remedied within the period of grace or cure, if any, applicable to any such additional default, except that the Leasehold Mortgagee shall have the same rights specified in this Section 38 with respect to any such additional default. (v) If an event a default under the Leasehold Mortgage by Lessee shall have occurred, the Leasehold Mortgagee may exercise with respect to the Leased Premises any right, power or remedy under the Leasehold Mortgage which is not in conflict with any of Tenant's covenants or the provisions of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the this Lease. (cvi) Landlord In the case of an Event of Default under this Lease which is not susceptible to being cured by the Leasehold Mortgagee, such as but not limited to the bankruptcy of Lessee, the Leasehold Mortgagee may have such time as is reasonably required in order to obtain a stay lift and otherwise institute foreclosure proceedings in connection with its Leasehold Mortgage and in such event to diligently prosecute the same to completion. In any such case, the Leasehold Mortgagee shall not terminate provide Lessor with documentation evidencing that it is so diligently proceeding and shall pay all Rent due and owing under the Lease or Tenant's right of possession for any default of Tenant ifcurrent, within a period of thirty (30) days after in which event upon the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause completion of such default, Mortgagee diligently commences proceedings the Event of Default shall be deemed to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) dayshave been cured. (dvii) Landlord There shall be no merger of Lessee's leasehold estate hereunder with the fee estate in the Leased Premises by reason of the fact that Lessee's leasehold estate may be held directly or indirectly by or for the account of any person who shall also hold directly or indirectly the fee estate, or any interest in such fee estate, nor shall there be any such merger by reason of the fact that all or any part of Lessee's leasehold estate may be conveyed or mortgaged to a Leasehold Mortgagee who shall also hold directly or indirectly the fee estate, or any part thereof, in the Leased Premises or any interest of Lessor under this Lease. (viii) Except as otherwise provided in Section 28 above or in this Section 38, no liability for the payment of Rent or the performance of any of Lessee's covenants and agreements hereunder shall be imposed, or attempted to be imposed, upon any Leasehold Mortgagee by reason of its exercise, or attempt to exercise any of the rights provided for or reserved herein, unless such Leasehold Mortgagee becomes the owner of the leasehold estate in the Leased Premises by foreclosure, deed in lieu of foreclosure or otherwise, all such liability being hereby expressly waived by Lessor; provided, such waiver shall not subordinate be deemed a cure of any default for non-payment of Rent or of the performance of any of Lessee's covenants and agreements in this Ground Lease; and provided further, however, any such Leasehold Mortgagee shall be liable to Lessor for the payment and performance of Lessee's obligations under this Lease during the period any such Leasehold Mortgagee holds title other than for security purposes to Xxxxxx's interest under this Lease. (ix) In the event this Lease is terminated by or against Lessee, prior to the end of the Term, Leasehold Mortgagee may within the Extended Mortgagee Cure Period, elect to and enter into a new lease of the Leased Premises with Lessor ("New Lease") in accordance with and subject to the terms and conditions set forth herein, provided that Leasehold Mortgagee or its designee or assignee pays (A) all sums due under this Lease at the time of such termination, and currently thereafter, (B) all costs incurred for the recovery of possession of the Leased Premises, and (C) all document preparation costs. The New Lease shall be for what would have been the remainder of the Term (if this Lease had not been terminated), effective as of the date of such termination, and at the rent and upon the terms, provisions, covenants and agreements as herein contained, including all rights and options herein contained. The lessee under the New Lease shall be the Leasehold Mortgagee or its designee. (x) Lessor acknowledges that, if Leasehold Mortgagee or any mortgage other party succeeds to the interest of Lessee under the Lease as a result of foreclosure proceedings, the granting of a deed in lieu of foreclosure, or through any other means, Leasehold Mortgagee or such other party and any transferee of Leasehold Mortgagee, shall become a substituted Lessee under the Lease (and shall cease to be a Leasehold Mortgagee, if applicable, under this Lease) without necessity of any consent of, approval of or notification of Lessor. Upon such acquisition, the Lease shall continue in full force and effect as if no default by TenantLessee under the Lease has occurred. (xi) Lessor and Lessee shall not amend the provisions of this Lease without the prior written consent of any Leasehold Mortgagee, provided that notice of such Leasehold Mortgage and the notice address of such Leasehold Mortgagee (which address is within the United States of America) has been provided to Lessor by Lessee or the Leasehold Mortgagee. No cancellation, surrender, amendment, or modification of this Lease shall be effective as to, or binding upon, any such Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee, and in any case no cancellation, surrender, amendment, or modification shall be effected without the express written consent of the holder of any such Leasehold Mortgage. Lessor agrees to modify this Lease from time to time for the purpose of incorporating in this Lease such additional Leasehold Mortgagee protective provisions as may be reasonably required by any Leasehold Mortgagee so long as such modifications are commercially reasonable in light of commercial lending standards then in general effect, and such modification(s) (in Lessee's, Lessor's and any Fee Mortgagee's good faith judgment) do not in any material respect adversely affect any of Lessor's or its Fee Mortgagee's rights, benefits or protections under this Lease or increase in any material respect the obligations or liabilities of Lessor. Lessee shall pay the reasonable expense of Xxxxxx's legal counsel incurred in connection with modifications of the Lease required by this Section. In addition, in the event that Lessee elects to make use of any so-called "mezzanine" financing secured by indirect interests in the Leased Premises, Lessor will, upon request, provide notices and cure rights to the holders of the security interests securing such mezzanine financings that are reasonably comparable or analogous to the rights afforded to Leasehold Mortgagees hereunder even though such financings do not formally constitute Leasehold Mortgages hereunder.

Leasehold Mortgage. Notwithstanding LESSEE shall not allow any other provision of the Lease to the contrary, Tenant shall have the unrestricted right to execute and deliver a mortgage or mortgagesmortgage, deed of trusttrust or security interest, pledge and/or collateral assignment lien, encumbrance or other similar instrument or transaction (“Leasehold Mortgage”), to be filed or recorded in the Office of the Department of Lands, with any County Recorder’s Office, or with the Office of the Secretary of State without first obtaining XXXXXX’s prior written consent therefor, which consent may be withheld or denied in XXXXXX’s sole discretion. Any Leasehold Mortgage may only encumber LESSEE’s leasehold interest in this Lease ("Mortgage") and/or LESSEE’s interest in any Personal Property owned by XXXXXX, provided such Leasehold Mortgage is properly perfected, including in the office of the Secretary of State, and provided the Leasehold Mortgage acknowledges LESSOR’s priority in any proceeds of Personal Property and Personal Belongings as security provided for in this Lease, including, but not limited to, Section K. Personal Property shall retain its character as personal property of LESSEE. The Leasehold Mortgage shall be subject to the terms and conditions in this Lease. The Leasehold Mortgage shall terminate upon the termination of this Lease for any indebtedness in any form whatsoeverreason, and such Leasehold Mortgage shall not encumber or require subordination of LESSOR’s fee title to the Leased Premises. Any Leasehold Mortgage shall be limited to the amount of an appraisal of the Personal Property by the lender of the Personal Property, and subject to approval of the appraisal and amount by LESSOR. In the event Tenant shall execute and deliver a MortgageLESSEE breaches its obligations under this Lease, and if XXXXXX agrees to provide the holder of the indebtedness secured such Leasehold Mortgage (“Lienholder”) with a copy of any Notice of Default and/or Notice of Termination provided by the Lease ("Mortgagee") notifies Landlord of the execution of such MortgageLESSOR to LESSEE under Section Q below, and provided LESSEE has provided LESSOR with the name and place address for service such Lienholder prior to the date of notices such notice. In the event Lienholder shall consist of more than one person or entity, Lienholder shall provide notice to LESSOR identifying one such person or entity which shall receive notice from LESSOR, and which notice to said person or entity shall constitute notice upon such Mortgageeeach and every person or entity constituting Lienholder; otherwise, if Lienholder does not identify any one person or entity for the receipt of notice, then notice upon any one person or entity constituting Lienholder shall constitute notice on all persons and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. (b) Mortgagee entities constituting Lienholder. Lienholder shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for to cure any default specified in the Notice of Tenant if, Default or Notice of Termination during the same time allowed to LESSEE or within a period of thirty (30) days after the expiration receipt of said notice by the period Lienholder, whichever is greater. Upon the termination of time within which Tenant might cure this Lease for any reason, the Leasehold Mortgage shall terminate and LESSEE shall immediately acquire the written release in recordable form (and record and/or file the same in any office as may be required) to effect the release of any Leasehold Mortgage or lien of any kind affecting any interest of LESSEE in the Lease, the Leased Premises, and/or in any Personal Property and Non-Approved Personal Property thereon. Lienholder shall acknowledge this requirement in the Leasehold Mortgage, and shall, upon the execution of a Leasehold Mortgage involving LESSEE or this Lease, agree to, and shall, immediately release any Leasehold Mortgage upon the termination of this Lease. In the event LESSEE or Lienholder fail to provide said release of any such defaultLeasehold Mortgage as provided herein following notice from LESSOR to LESSEE and Xxxxxxxxxx, such default is cured or caused to be cured by Mortgagee or, if within a period of and thirty (30) days after to cure by providing and recording the expiration release of the period Leasehold Mortgage, then LESSOR may record a certification of time within termination of lease or LESSEE’s interest in the Lease, which Tenant might commence to eliminate shall effect the cause termination of such defaultthe Leasehold Mortgage. Notwithstanding the foregoing, Mortgagee diligently commences to eliminate a Leasehold Mortgage may remain upon XXXXXX’s leasehold interest in the cause Lease or LESSEE’s Personal Property interest upon an assignment approved in writing by LESSOR of such default , but all of LESSEE’s interest in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground the Lease to any mortgage by Tenant.and all Personal Property and Non-Approved Personal

Leasehold Mortgage. Notwithstanding anything to the contrary in this Lease, Tenant is hereby given the right by Landlord to mortgage its interest in this Lease under one or more leasehold mortgages without obtaining the consent of Landlord upon the condition that all rights acquired under such mortgages shall be subject to each and all of the terms, covenants, conditions, and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, none of which terms, covenants, conditions, or restrictions is or shall be waived by Landlord by reason of the right given so to mortgage such interest in this Lease, except as expressly provided herein. If Tenant shall mortgage this leasehold, and if Tenant or the holder of such mortgage shall send to Landlord a true copy thereof together with written notice specifying the name and address of the mortgagee and the pertinent recording date with respect to such mortgage, Landlord agrees that so long as any such leasehold mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply: 22.4.1 There shall be no cancellation, surrender, or material modification of this Lease by joint action of Landlord and Tenant without the prior consent in writing of the leasehold mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, in no event shall this subsection be deemed to impair Landlord’s right to unilaterally terminate the Lease following an uncured Event of Default. Furthermore, at any and all times during which this Lease is encumbered by any leasehold mortgage, the fee estate and the leasehold estate arising under this Lease shall not merge. 22.4.2 Landlord shall, upon serving Tenant with any notice of default, simultaneously mail a copy of such notice to the holder of such mortgage. The leasehold mortgagee shall thereupon have the same period as Tenant, plus an additional period of ten (10) business days, to remedy or cause to be remedied the default(s) complained of in such notice, and Landlord shall accept such performance by or at the instigation of such leasehold mortgagee as if the same had been done by Tenant; provided, however, that if, prior to the expiration of such ten (10) business day period, the leasehold mortgagee shall have commenced or caused to be commenced the work of curing such default(s) and is prosecuting or causing the prosecution of the same to completion with reasonable diligence, then the leasehold mortgagee shall be afforded such additional time as may be reasonably required to cure such default(s); provided, further, notwithstanding anything to the contrary set forth in this Lease, if any default of Tenant is personal to Tenant and not susceptible of being cured by a leasehold mortgagee or a party acquiring title to Tenant’s leasehold estate, such default shall be deemed waived by Landlord upon completion of the foreclosure proceeding or deed-in-lieu of foreclosure or acquisition of Tenant’s interest as a result of such leasehold mortgagee’s exercise of its remedies, and Landlord will not terminate this Lease or take any other action as a result of such default for so long as such default is not susceptible of being cured. 22.4.3 Anything herein contained notwithstanding, while such leasehold mortgage remains unsatisfied of record, or until written notice of satisfaction is given by the holder of such mortgage to Landlord, if any default shall occur which, pursuant to any provision of this Lease, entitles Landlord to terminate this Lease, and if before the expiration of ten (10) business days from the date of service of notice of termination upon such leasehold mortgagee, such leasehold mortgagee shall have notified Landlord of its desire to nullify such notice and shall have paid to Landlord all rent and other payments herein provided for, and then in default, and shall have complied with all of the other requirements of this Lease or, if immediate compliance is impossible, shall have commenced the work of complying with all of the other requirements of this Lease, if any are then in default, and shall prosecute the same to completion with reasonable diligence, then in such event Landlord shall not be entitled to terminate this Lease and any notice of termination theretofore given shall be void and of no effect. 22.4.4 Landlord agrees that the name of the leasehold mortgagee may be added to the contrary“Loss Payable Endorsement” of any and all insurance policies required to be carried by Tenant hereunder. 22.4.5 The proceeds from any insurance policies or arising from a condemnation are to be distributed pursuant to the provisions of this Lease, Tenant but the leasehold mortgagee may reserve rights to apply to the mortgage debt all, or any part, of Tenant’s share of such proceeds pursuant to such mortgage. 22.4.6 The leasehold mortgagee shall be given notice of any adjudicative proceedings by Landlord, and shall have the unrestricted right to execute intervene therein and deliver a mortgage or mortgagesbe made party to such proceedings, deed of trust, pledge and/or collateral assignment of and the Lease ("Mortgage") as security for any indebtedness in any form whatsoeverparties hereto do hereby consent to such intervention. In the event the leasehold mortgagee desires to intervene, it shall do so by sending written notice to Landlord and Tenant within ten (10) days of receipt of Landlord’s notice. In the event that the leasehold mortgagee shall execute not elect to intervene or become a party to such proceedings, the leasehold mortgagee shall be entitled to receive notice of, and a copy of, any award or decision made in said adjudicative proceedings. 22.4.7 Landlord’s consent shall not be required for the foreclosure of any leasehold mortgage. Landlord shall not unreasonably withhold its consent to any sale of Tenant’s interest in this Lease and the Premises by the leasehold mortgagee following any such foreclosure. It shall not be unreasonable for Landlord to withhold its consent to any proposed sale or conveyance of Tenant’s interest in the Lease if Landlord, utilizing its customary review and evaluation process for prospective new tenants, does not approve the proposed transferee. 22.4.8 Landlord shall, upon request, execute, acknowledge, and deliver to each leasehold mortgagee, an agreement prepared at the sole cost and expense of Tenant, in form reasonably satisfactory to Landlord and such leasehold mortgagee, between Landlord, Tenant and leasehold mortgagee, agreeing to all of the provisions of this Section. To the extent any conflicts exist between the terms of the leasehold mortgage, the terms of the loan agreement, or the terms of this Lease, the terms of this Lease shall govern. Landlord’s consent to the execution and recordation of a Mortgageleasehold mortgage by Tenant in no way constitutes approval of Landlord of any of the provisions of the leasehold mortgage. The term “mortgage,” whenever used herein, shall include whatever security instruments are used in the locale of the Premises, such as, without limitation, deeds to secure debt, deeds of trust and conditional deeds, as well as financing statements, security agreements and other documentation required pursuant to the Uniform Commercial Code. 22.4.9 Any and all leasehold mortgage(s) shall at all times be subject, subordinate, and if inferior to the holder lien and estate of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgageany liens, trust deeds, mortgages or encumbrances, and all renewals, extensions or replacements thereof, now or hereafter imposed by Landlord upon Landlord’s fee simple interest in the name and place for service Premises; provided, however, that as a condition precedent to the subordination of notices this Lease or any leasehold mortgage to any ground lease, mortgage, deed of trust or any other hypothecation of security now or hereafter placed upon such Mortgagee, then and in such eventthe Premises, Landlord hereby agrees shall have provided to each leasehold mortgagee and to Tenant, for the benefit of such parties, a recordable non-disturbance agreement in a form reasonably acceptable to Tenant and such Mortgagee from time leasehold mortgagee(s), executed by the beneficiary of such ground lease, mortgage, deed of trust or other hypothecation to time:which this Lease and/or any leasehold mortgage is to be subordinated pursuant to the terms and conditions of this Section. (a) That Landlord will give to any Mortgagee simultaneously 22.4.10 If the leasehold mortgagee or its nominee or designee becomes the Tenant under this Lease, all of the rights, obligations and liabilities of the leasehold mortgagee or its nominee or designee shall cease and terminate upon assignment of this Lease in accordance with service on Tenant a duplicate the terms hereof by the leasehold mortgagee or its nominee or designee. Except where the leasehold mortgagee has become the Tenant, no liability for the payment of rent or the performance of any of Tenant’s covenants and agreements under this Lease accruing after the date of such assignment shall attach to or be imposed upon the leasehold mortgagee, all notices or demands given such liability being hereby expressly waived by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon MortgageeLandlord. (b) Mortgagee 22.4.11 Any leasehold mortgagee shall have the privilege of performing right to perform any of Tenant's covenants or of ’s covenants, curing any defaults by Tenant or of and exercising any election, option or privilege conferred upon Tenant by any terms of this Lease. 22.4.12 Notwithstanding anything to the terms contrary set forth in this Lease, Landlord and Tenant acknowledge and agree that the acquisition by a leasehold mortgagee of the direct or indirect ownership of the equity interests in Tenant (i) shall not constitute a prohibited transfer or Tenant default under this Lease, (ii) shall not require the consent or approval of Landlord, and (iii) shall be fully effective notwithstanding any provision to the contrary contained in this Lease. 22.4.13 Landlord and Tenant acknowledge and agree that if and to the extent that Tenant has any right to approve or disapprove Landlord’s rejection of this Lease in any bankruptcy proceeding, such right of approval or disapproval shall be assigned to (and shall be exercised solely by) Tenant’s leasehold mortgagee having the most senior leasehold mortgage during such time as such leasehold mortgage encumbers Tenant’s interest in the Premises. 22.4.14 Subject to the obligations of Tenant under Section 14 of the Lease, Landlord and Tenant acknowledge and agree that during such time as any leasehold mortgage encumbers Tenant’s leasehold interest in the Premises, the proceeds from any insurance policies or arising from any condemnation or casualty shall be paid to and held by the leasehold mortgagee of highest priority and distributed pursuant to the provisions of the leasehold mortgage, Landlord acknowledging that the leasehold mortgagee may have the right to, among other things, apply to the mortgage debt all, or any part, of Tenant’s share of the proceeds if and to the extent such application of proceeds is consistent with the documents evidencing the leasehold mortgage. 22.4.15 In the event Tenant’s interest under this Lease shall be sold, assigned or transferred pursuant to the exercise of any remedy of any leasehold mortgagee, or pursuant to any judicial proceeding, at such leasehold mortgagee’s option, Landlord shall execute and deliver to such leasehold mortgagee a new lease (cthe “New Lease”) demising the Premises to such leasehold mortgagee. The New Lease shall be for a term equal to the then remaining term of this Lease before giving effect to such termination and shall contain the same covenants, agreements, terms, provisions and limitations as this Lease. Upon the execution and delivery of the New Lease, the leasehold mortgagee, in its own name or in the name of Landlord, shall have the right, but not the obligation, to take all appropriate steps as shall be necessary to remove the previous lessee from the Premises and any improvements located thereon; provided, however, that Landlord shall not terminate be subject to any liability, including, without limitation, reasonable attorney’s fees, costs or expenses, in connection with such removal, and the Lease or Tenant's right of possession leasehold mortgagee shall pay for any default of Tenant ifall costs and expenses, within a period of thirty (30) days after including, without limitation, reasonable attorney’s fees, for such removal. The leasehold mortgagee shall be liable for the expiration performance of the obligations imposed on the ‘Tenant’ under this Lease only for and during the period of time within which Tenant might cure that such default, such default leasehold mortgagee is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration in possession and/or ownership of the period of time within which Tenant might commence to eliminate leasehold estate created by the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daysNew Lease. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision of In the event Tenant gives a leasehold mortgage or collaterally assigns the Lease to a lender ("Leasehold Mortgagee") so long as there is a Leasehold Mortgage outstanding or the contraryLease is collaterally assigned, Tenant the Parties agree as follows: A. If the holder of a Leasehold Mortgage shall have registered with Landlord by notice specifying the unrestricted right name and address of such Leasehold Mortgagee, Landlord thereafter shall give to execute such Leasehold Mortgagee a copy of each notice of default for which provision is made under this Lease at the same time as and deliver a mortgage or mortgageswhenever such notice shall be given by Landlord to Tenant, deed of trust, pledge and/or collateral assignment of such copy to be addressed to such Leasehold Mortgagee at the Lease ("Mortgage") address last furnished to Landlord as security for any indebtedness in any form whatsoeverprovided hereinabove. In the event of any such registration, Landlord shall not be entitled to serve a notice of cancellation and termination upon Tenant unless a copy of any prior notice of default shall execute have been given to such Leasehold Mortgagee as hereinabove provided and deliver a Mortgagethe time as hereinafter specified for the curing of such default shall have expired without the same having been cured. The performance by any such Leasehold Mortgagee of any condition or agreement on the part of Tenant to be performed hereunder will be deemed to have been performed with the same force and effect as though performed by Tenant. B. Landlord will accept performance by the Leasehold Mortgagee, and if within the holder following periods (time being of the indebtedness secured essence) of any term, covenant and condition on Tenant's part to be performed hereunder, with the same force and effect as though timely performed by Tenant (provided that under no circumstances shall the Lease Leasehold Mortgage be required to so perform): ("Mortgagee"i) notifies Landlord of the execution As to any Annual Rent, Additional Rent and all other charges payable hereunder within 30 days after notice of such Mortgagedefault; and (ii) As to all other defaults hereunder, and before the name and place for service later of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That 60 days after such notice, or (b) the time needed to effect such cure if such default cannot be cured within such period and Leasehold Mortgagee commences to so cure within such period and diligently and continuously proceeds therewith. Landlord acknowledges that Leasehold Mortgagee may not be able to effect any cures until such time as Leasehold Mortgagee acquires title and possession of the Premises through exercise of the remedies available to it under the Leasehold Mortgage and agrees that the time periods described in (ii) above shall be automatically extended so as not to commence running until the Leasehold Mortgagee so acquires title and possession. The foregoing shall not limit Tenant's right to cure under the Lease. Landlord further acknowledges that Leasehold Mortgagee cannot be expected to cure and will give not be required to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord cure defaults which are personal to Tenant and no not susceptible of cure by Leasehold Mortgagee as a precondition to the rights of Leasehold Mortgagee hereunder. C. Landlord shall not exercise its right to terminate this Lease, as hereinbefore provided, during the time that the Leasehold Mortgagee, having registered with Landlord pursuant to Section 24.01(A) above, shall require to complete its remedies under the Leasehold Mortgage, provided, however, (i) That the Leasehold Mortgagee proceeds, promptly and with due diligence, with the remedies under its mortgage on the leasehold estate and thereafter prosecutes and completes the same with all due diligence; and (ii) That the Leasehold Mortgagee shall pay to Landlord the Annual Rent, Additional Rent, and all other charges required to be paid by Tenant hereunder which have accrued and which shall become due and payable during said period of time. D. Landlord shall also be obligated to give any notice of cancellation and termination to the Leasehold Mortgagee, who shall have registered with Landlord pursuant to Section 24.01(A) above, simultaneously with such notice being given to Tenant. No such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee. to terminate this Lease if the Leasehold Mortgagee notifies Landlord in writing, within thirty (b30) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant days after receipt by the terms Leasehold Mortgagee of such notice of cancellation and termination, that (i) the Leasehold Mortgagee, or any designee or nominee which the Leasehold Mortgagee may designate or name in such notice, elects to lease the Premises from the date of termination of this Lease (as specified in the notice of cancellation and termination) for the remainder of the term of this Lease. , at the Rent, Additional Rent above, and other charges herein reserved, and otherwise upon the same terms, covenants and conditions as are herein set forth, with the same relative priority in time and in right as this Lease and having the benefit of and vesting in the Leaschold Mortgagee, its designee or nominee, of all of the rights, title, interest, powers and privileges of the Tenant hereunder, and (cii) the Leasehold Mortgagee or such designee or nominee further obligates itself to comply within sixty (60) days after delivery to Landlord shall not terminate of such election: (a) to cure the Lease default upon which such termination was based (or Tenant's right in the case of possession for a monetary default any default of Tenant if, delinquent payments are made within a period of thirty (30) days after the expiration Tenant's time period to make the payment has expired) and any other then existing defaults under this Lease, or in respect to any default not capable of curing within such sixty (60) days, or which cannot be cured without entry into possession, to proceed and effect cure with due diligence following delivery of possession, (b) to pay to Landlord at the time of execution and delivery of such new lease all Rent and Additional Rent and other charges due under this Lease up to and including the date of commencement of the term of such new lease, and (c) to pay to Landlord all expenses and reasonable attorneys' fees incurred by Landlord in connection with any such default and with the preparation, execution and delivery of such new lease. Upon compliance by the Leasehold Mortgagee, its designee or nominee, within such time, Landlord shall thereupon execute and deliver such new lease (the "New Lease") to the Leasehold Mortgagee, its designee or nominee, having the same relative priority in time and in right as this Lease and having the benefit of all of the right, title, interest, powers and privileges of the Tenant hereunder in and to the Premises, including specifically an assignment of Landlord's interest in and to any then existing sublease where the subtenant may have attorney to Landlord and may have been recognized by Landlord and which, at the time of cancellation or termination of this Lease, was prior in right to the Leasehold Mortgage or which by separate agreement or by its terms had been granted non-disturbance privileges. Landlord agrees that it will not modify or amend any of the terms or provisions of any such sublease so assigned during the period between the expiration or termination of this Lease and the execution and delivery of the new lease. Landlord shall not be obligated to deliver physical possession of the Premises or the buildings and improvements on, under or above the Premises to either the Leasehold Mortgagee or its designee or nominee. In the event, however, that at the time within which the new lease is executed Tenant might hereunder shall be in possession of the Premises and of said buildings and improvements, Landlord, at the request and expense of the Leasehold Mortgagee, its designee or nominee, as the new tenant, will take all appropriate steps to remove Tenant from the Premises and from said buildings and improvements, but shall not be liable to such new tenant for any damages resulting from any delay of Tenant in vacating the Premises, or from any failure to vacate them and there shall be no abatement of rent by reason thereof. E. A Leasehold Mortgagee may enforce its rights under its mortgage and acquire title to the leasehold estate in any lawful way, and pending foreclosure of such Leasehold Mortgage take up possession of the Premises; subject, however, to the terms and conditions of this Lease and the rights of the holder of any Leasehold Mortgage that is senior in lien to the Leasehold Mortgage in question. During such time as a Leasehold Mortgagee is the owner and holder of the leasehold estate and Tenant's interest hereunder, whether by foreclosure or otherwise, such interest acquired hereunder shall be subject to all of the terms, conditions and provisions of this Lease. F. Landlord shall upon Tenant's reasonable request execute, acknowledge and deliver to Tenant and/or each Leasehold Mortgagee an agreement prepared at the cost and expense of Tenant and in form satisfactory to such Leasehold Mortgagee, confirming all or any of the provisions of this Section. G. The granting of a Leasehold Mortgage by Tenant shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants, or conditions on the part of the Tenant to be performed hereunder, but the purchaser at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of the ten-ns, covenants, and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of the leasehold estate. H. Any Leasehold Mortgagee or other acquirer of the leasehold estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure of a tenant or other proceedings may, upon acquiring Tenant's leasehold estate, without further consent of Landlord, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such Leasehold Mortgagee or acquirer and thereafter be relieved of all obligations under this Lease. I. Notwithstanding any other provision of this Lease, any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assigmuent or transfer of this Lease and of the leasehold estate hereby created in lieu of the foreclosure of any Leasehold Mortgage, shall be deemed to be a permitted sale, transfer, or assignment of this Lease and of the leasehold estate hereby created. J. Nothing herein contained shall require any Leasehold Mortgagee or its designee as a condition to its exercise of its rights hereunder to cure any default of Tenant not reasonably susceptible of being cured by such Leasehold Mortgagee or its designee in order to comply with the provisions of this Article. The financial condition of any Leasehold Mortgagee or successor to Tenant's interest under this Lease or a new lease shall not be a consideration in the determination of the reasonable susceptibility of cure of any default hereunder. No default, the cure of which and no obligation of Tenant, the performance of which, requires possession of the Premises shall be deemed reasonably susceptible of cure or performance by any Leasehold Mortgagee or successor to Tenant's interest under this Lease or a new lease not in possession of the Premises, nor shall any Leasehold Mortgagee be required to cure the bankruptcy, insolvency, or any related or similar condition of Tenant. K. No payments made to Landlord by a Leasehold Mortgagee shall constitute an acknowledgement that such default payment was, in fact, due under the terms of this Lease. L. In the event of any proceeding by either Landlord or Tenant under the United States Bankruptcy Code as now or hereafter in effect: (i) if the Lease is cured rejected in connection with a bankruptcy proceeding by the Tenant or caused a trustee in bankruptcy for the Tenant, such rejection shall be deemed an assignment by Tenant to be cured the Leasehold Mortgagee (or if there is more than one Leasehold Mortgagee, to the one highest in priority) of the Leasehold Estate and all of Tenant's interest under this Lease, in the nature of an assignment in lieu of foreclosure, and this Lease shall not terminate and the Leasehold Mortgagee shall have all the rights of the Leasehold Mortgagee under this Lease, as if such bankruptcy proceeding had not occurred, unless such Leasehold Mortgagee shall reject such deemed assignment by Mortgagee or, if notice in writing to Landlord within a period of thirty (30) days after the expiration following rejection of the period Lease by Tenant or Tenant's trustee in bankruptcy. If any court of time within which competent jurisdiction shall determine that this Lease shall have been terminated notwithstanding the terms of the preceding sentence as a result of rejection by Tenant might commence or the Trustee in connection with any such proceeding, the rights of any Leasehold Mortgagee to eliminate the cause of such default, Mortgagee diligently commences a new lease from Landlord pursuant to eliminate the cause of such default , but in no event this Section 24.01 hereof shall default continue for more than thirty (30) daysnot be affected thereby. (dii) If the Lease is rejected by Landlord or by Landlord's trustee in bankruptcy; (a) Tenant shall not subordinate have the right to treat this Ground Lease as terminated except with the prior written consent of all Leasehold Mortgagees; and the right to treat this Lease as terminated in such event shall be deemed assigned to each and every Leasehold Mortgagee, whether or not specifically set forth in any mortgage by Tenantsuch Leasehold Mortgage, so that the concurrence in writing of Tenant and each Leasehold Mortgagee shall be required as a condition to treating this Lease as terminated in connection with such proceeding. (b) If this Lease is treated as not having been terminated in accordance with subsection (i) above, then this Lease shall continue in effect upon all the terms and conditions set forth herein, including Annual Rent, Additional Rent, and all options to renew, but excluding requirements that are not then applicable or pertinent to the remainder of the term hereof. Thereafter, Tenant or its successors shall be entitled to offset against Annual Rent and Additional Rent payable hereunder any damages arising from such rejection and any such offset properly made shall not be deemed a default under this

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, 30.1.1 Tenant shall have the unrestricted right at any time and from time to execute time to subject this Lease and deliver the leasehold estate created hereby and any or all improvements to the Premises, but specifically not the fee interest of Landlord, to a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease trust ("“Leasehold Mortgage"”) as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgageloan or other obligation of Tenant, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timeprovided that: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any The Leasehold Mortgage and all notices or demands given by Landlord to Tenant and no such notice to Tenant rights acquired under it shall be effective unless a copy is so serviced upon Mortgageesubject to each and all of the covenants, conditions and restrictions stated in this Lease and to all rights and interests of Landlord. In no event shall Landlord ever be required to execute and Leasehold Mortgage or to subordinate Landlord’s fee interest in the Premises, or any portion thereof, to the lien of an Leasehold Mortgage. (b) Mortgagee Tenant shall have give Landlord prior notice of any such Leasehold Mortgage, and shall accompany the privilege notice with a true copy of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant the note secured by the terms of the LeaseLeasehold Mortgage and Leasehold Mortgage itself, and Landlord shall give its prior consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Leasehold Mortgage documents shall contain provisions that all notices of default under the note and Leasehold Mortgage must be sent to Landlord and Tenant and that Landlord shall have the right, but not terminate the Lease or Tenant's right of possession for obligation, to cure any default if Tenant fails to do so. Tenant shall reimburse Landlord for all sums paid by Landlord pursuant hereto, together with interest thereon at the Interest Rate, from the date of payment by Landlord until the date of reimbursement. Landlord shall have fifteen (15) days in which to cure any default after the time for Tenant ifto cure has expired. Neither Landlord’s right to cure any default nor any exercise of such a right shall constitute an assumption of liability under the note or Leasehold Mortgage. If any default is incurable, it shall not be grounds for foreclosure of the mortgage if Landlord, or the Tenant in possession of the Premises, promptly performs all other provisions of the note and Leasehold Mortgage. 30.1.2 On the recording of the Leasehold Mortgage, Tenant shall, at Tenant’s expense, cause to be recorded in the appropriate public records office for the Premises a written request executed and acknowledged by Landlord for a copy of all notices of default and all notices of sale under the Leasehold Mortgage as provided by the statutes of the state in which the Premises are located. Inclusion in the body of the recorded Leasehold Mortgage itself of a request for notice having the effect described above shall constitute compliance with this provision. 30.1.3 The leasehold mortgagee shall not be liable to perform Tenant’s obligations under this Lease until the leasehold mortgagee acquires Tenant’s rights by foreclosure or otherwise. After acquiring Tenant’s rights, the leasehold mortgagee shall be liable to perform Tenant’s obligations only until the leasehold mortgagee assigns or transfers the leasehold as permitted by this Lease. No such sale or transfer of the leasehold by the leasehold mortgagee shall relieve Tenant from liability for full performance of all terms, conditions and obligations hereunder. 30.1.4 No Leasehold Mortgage shall cover any interest in any real property other than the leasehold estate created by this Lease. 30.1.5 Upon termination of this Lease by Landlord on Tenant’s default, or on any leasehold mortgagee’s acquisition of the leasehold estate by foreclosure, Landlord shall enter into a new lease with the leasehold mortgagee covering the Premises covered by the terminated or foreclosed Lease if the leasehold mortgagee (i) gives notice of request within a period of thirty (30) days after termination or foreclosure; (ii) pays all costs resulting from default and termination specifically including, but not limited to, Landlord’s attorneys’ fees; and (iii) remedies all monetary and non- monetary defaults by Tenant as though this Lease had not been terminated. The new lease shall be for the expiration remainder of the period Term of time within which Tenant might cure such defaultthis Lease prior to termination or foreclosure, such default is cured effective at the date of termination or caused foreclosure, at the rent and on the covenants, agreements, conditions, provisions, restrictions and limitations contained in this Lease prior to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) daystermination or foreclosure. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision Tenant is hereby given the right, from time to time during the Term without Landlord’s prior consent, to mortgage its interest in this Lease, under one or more leasehold mortgage(s) and to assign this Lease as collateral security for such mortgages upon the condition that all rights acquired under such mortgages shall be subject to each and all of the Lease covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given to so mortgage such interest in this Lease, except as may be expressly provided in this Section 15.4, and all such leasehold mortgages shall be subject and subordinate to any existing or future Mortgage in the same manner and to the contrarysame extent this Lease is subject and subordinate to any such existing or future Mortgage. Any such Leasehold mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and shall not be a lien upon Landlord’s fee or reversionary interest in the Demised Premises, and no such leasehold mortgage shall be deemed or interpreted as a subordination of Landlord’s fee interest or interest in this Lease. If Tenant shall have mortgage this leasehold pursuant to the unrestricted right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgageprovisions hereof, and if the holder holder(s) of the indebtedness secured by the Lease ("Mortgagee"any such mortgage(s) notifies shall send to Landlord of the execution of such Mortgagea true copy thereof, and together with written notice specifying the name and place for service address of notices upon the mortgagee(s) and any pertinent recording data with respect to such Mortgagee, then and in such eventmortgage(s), Landlord hereby agrees for that so long as any such leasehold mortgagee(s) shall remain unsatisfied, the benefit of Tenant and such Mortgagee from time to timefollowing provisions shall apply: (a) That Landlord will give to shall, upon serving Tenant with any Mortgagee notice of default, simultaneously with service on Tenant serve a duplicate copy of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant upon the leasehold mortgagee(s). The leasehold mortgagee(s) shall be effective unless thereupon have a copy is so serviced upon Mortgagee. period of ten (b10) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any business days for monetary defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within and a period of thirty (30) days for non-monetary defaults after receipt of such notice to remedy or cause to be remedied the expiration defaults complained of, and Landlord shall accept such performance by or at the instigation of the leasehold mortgagee(s) in response to any such notice of default as if the same has been performed by Tenant; (b) If Landlord shall elect to terminate this Lease by reason of default of Tenant, the leasehold mortgagee(s) shall have the right to remain in possession of the Demised Premises for a period of time within which Tenant might not more than 30 days after notice of the date of termination has been given to the leasehold mortgagee for the purpose of liquidating and/or removing Tenant’s personal property; provided, however, that such leasehold mortgagee(s) shall cure such default, such default is cured or caused cause to be cured any then-existing monetary defaults and meanwhile pay the rent and all other charges and comply with and perform all of the other terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, had this Lease not been terminated; (c) Landlord agrees that in the event of termination of this Lease by Mortgagee orreason of any bankruptcy or insolvency proceedings commenced by or against Tenant, if Landlord will enter into a new direct lease of the Demised Premises with the leasehold mortgagee(s) for the remainder of the Term effective as of the date of such termination, at the rent and upon the terms, provisions, covenants and agreements as contained herein, provided: (i) said leasehold mortgagee(s) shall make written request upon Landlord for such new lease within a period of thirty (30) 30 days after the expiration date of such termination and such written request shall be accompanied by payment to Landlord of all sums due to Landlord under this Lease; (ii) said leasehold mortgagee(s) shall pay to Landlord at the time of the period execution and delivery of such new lease, any and all sums which would at the time within of the execution and delivery thereof be due pursuant to this Lease but for such termination, and in addition thereto, any expenses, including reasonable attorney’s fees, which Tenant might commence to eliminate the cause Landlord shall have incurred by reason of such default; (iii) said mortgagee(s) shall perform and observe all covenants herein contained on Tenant’s part to be performed and shall further remedy any other condition which Tenant under the terminated Lease was obligated to perform under the terms of this Lease that is susceptible of cure by the leasehold mortgagee; (iv) Landlord shall not warrant possession of the Demised Premises to the Tenant under the new lease; (v) such new lease shall be expressly made subject to the rights, Mortgagee diligently commences if any, of Tenant under the terminated lease; (vi) the tenant under such new lease shall have the right, title and interest in and to eliminate the cause of buildings and improvements on the Demised Premises as Tenant had under the terminated lease; and (vii) Landlord shall not be required to construct any new improvement for such default , but in no event shall default continue for more than thirty (30) daysleasehold mortgagee or grant any other concession including without limitation granting any free rent period. (d) Landlord agrees that the name of the leasehold mortgagee(s) may be added to the “loss payee endorsement” of any and all liability insurance policies to be carried by Tenant hereunder. (e) Nothing herein contained shall not subordinate require the leasehold mortgagee(s) to cure any default of Tenant under this Ground Lease unless such leasehold mortgagee shall choose to do so under subparagraph (a) above or shall choose to extend occupancy of the Demised Premises pursuant to subparagraph (b), or shall elect that Landlord enter into a new lease for the Demised Premises pursuant to the provisions of subparagraph (c) above; and (f) Landlord shall, upon request, execute, acknowledge and deliver to each leasehold mortgagee, an agreement prepared at the sole cost and expense of Tenant, in form reasonably satisfactory to such leasehold mortgagee(s) and Landlord, between Landlord, Tenant and leasehold mortgagee(s), agreeing to all of the provisions of this Section 15.4. The term “mortgage,” whenever used in this Section 15.4, shall include whatever security instruments are used in the locale of the Demised 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, and shall also include any mortgage by Tenantinstruments required in connection with a sale-leaseback (or an assignment of lease and sublease) transaction.

Leasehold Mortgage. Notwithstanding any other provision of the Lease to the contrary, (a) Tenant shall have the unrestricted right to execute at any time and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: time to mortgage the demised premises, including the Improvements, and its leasehold interest under this Lease (abut not Landlord's fee interest) That Landlord will give for the purposes of financing or refinancing the Improvements which have been built or are to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord be built pursuant to Tenant and no the terms hereof, subject however to the limitations hereinafter set forth. Any such notice to Tenant mortgage shall be effective unless subject and subordinate to the rights of Landlord hereunder. A mortgage of the Property and/or Tenant's leasehold interest under this Lease is herein referred to as a copy is so serviced upon "Leasehold Mortgage," and the party holding the Leasehold Mortgage the "Leasehold Mortgagee." (b) No Leasehold Mortgagee shall be entitled to enjoy the rights or benefits mentioned herein, nor shall the provisions of this Lease pertaining to Leasehold Mortgages be binding upon Landlord, unless Landlord shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms been given written notice of the Leasename and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage and the note secured thereby. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall not terminate serve a copy of any notice, including a notice of default, required to be served on Tenant under this Lease upon such Leasehold Mortgagee at the Lease address provided in the notice referred to in subsection (b) hereof, and no notice by Landlord to Tenant hereunder shall be deemed to have been duly given unless and until a copy thereof has been served on the Leasehold Mortgagee. (2) In the event of a default by Tenant hereunder, any Leasehold Mortgagee (or Tenant's right of possession for any default of Tenant ifits agents) shall, within a period of thirty (30) days after the expiration of the period of time within which allowed Tenant might to cure such default and otherwise as herein provided, have the right to cure such default, or cause the same to be cured, and Landlord shall accept such performance by or on behalf of such Leasehold Mortgagee as if the same had been made by Tenant. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a default which cannot be cured within the permitted cure period as long as (i) such default is curable, (ii) action to cure the default shall in good faith have been commenced within the time permitted therefor to cure the same and shall be prosecuted to completion with diligence and continuity, and (iii) during such extended cure period there shall occur no monetary default hereunder on the part of Tenant which is not cured or caused to be cured by Mortgagee or, if within a period of thirty twenty (3020) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause written notice of such default , but in no event shall default continue for more than thirty (30) daysis given to the Leasehold Mortgagee. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision of the anything contained in Section 17 hereof or otherwise in this Lease to the contrary, Tenant shall have the unrestricted right with Landlord's prior written consent, which shall not be unreasonably withheld, delayed or conditioned, to execute and deliver a mortgage mortgage, pledge, encumber or mortgages, deed of trust, pledge and/or collateral assignment otherwise hypothecate its interest in this Lease or the Premises or any part thereof (any of the foregoing being referred to as a "LEASEHOLD MORTGAGE"), provided that (i) such Leasehold Mortgage is to be held by an Institutional Lender, (ii) the Leasehold Mortgage shall not increase Landlord's obligations or reduce Landlord's rights under this Lease ("Mortgage"except to the limited extent provided under a recognition agreement as set forth below), and (iii) in Landlord's reasonable judgment, Tenant entering into the Leasehold Mortgage is unlikely to have an adverse effect on Landlord's ability to obtain financing with respect to the Premises. Solely to the extent that Landlord has consented to a Leasehold Mortgage in accordance with the immediately preceding sentence, Landlord shall provide such cooperation in connection with the creation of such Leasehold Mortgage as security is reasonably requested by Tenant, which shall include execution and delivery of such customary and reasonable agreements as the leasehold mortgagee shall require, including, without limitation, a recognition agreement in favor of the leasehold mortgagee containing reasonable and customary provisions as to the cure by leasehold mortgage of Tenant defaults and the like. Tenant shall reimburse Landlord for any indebtedness the customary and reasonable expenses (including reasonable attorneys' fees) incurred by Landlord in connection therewith, within fifteen (15) Business Days after demand therefor. Notwithstanding anything set forth in this SECTION 39, in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant Leasehold Mortgage shall be effective unless a copy is so serviced upon Mortgageesubject and subordinate to Landlord's interest in this Lease and any Mortgage in all respects. (b) Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision 14.1 This article 14 applies only if the borrower’s interest in the land at the time of the Lease this mortgage is executed is, or includes, a leasehold interest. 14.2 The borrower represents to the contrarylender that, (a) the lease is owned by the borrower subject only to those charges and encumbrances that are registered in the land titles or registry office at the time the borrower executes the mortgage form, (b) the lease is in good standing, (c) the borrower has complied with all the borrower’s obligations, Tenant shall have covenants, acknowledgements, promises and agreements contained in the unrestricted lease, (d) the borrower has paid all rent and other amounts due and payable under the lease, (e) the lease is not in default, and (f) the borrower has the right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In lease to the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timelender. 14.3 The borrower will: (a) That Landlord will give comply with the lease and not do anything that would cause the lease to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee.terminated, (b) Mortgagee shall have immediately give to the privilege lender a copy of performing any notice received from the lessor under the lease, (c) immediately notify the lender if any party to the lease, including the borrower, advises the other party(s) to the lease of their intention to terminate the lease before the term expires, and (d) execute any other document the lender requires to ensure that the freehold interest in the land is charged by this mortgage should such freehold interest be transferred to, or otherwise be acquired by, the borrower. 14.4 Any default under the lease is a default under this mortgage. 14.5 The borrower promises the lender the borrower will not, without first obtaining the written consent of the lender, surrender or terminate the lease, agree to change any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leaselease or acquire the freehold interest in the land. 14.6 The lender may perform any promise or agreement of the borrower under the lease and the cost to the lender of so doing will form part of the mortgage money, be payable on demand and bear interest until fully paid. 14.7 If the borrower acquires the freehold interest in any part of the land: (a) the freehold estate will not merge with the borrower’s leasehold title but will always remain separate and distinct unless the lender otherwise consents in writing, (b) this mortgage will constitute, automatically and immediately without execution or registration of further documentation, a first mortgage and charge of the greater estate including the freehold estate of the land so acquired, in addition to a first mortgage and charge of the leasehold interest, and this mortgage will not be deemed, or held to have been, terminated, and (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after borrower will do all acts and execute all documentation necessary to evidence the expiration charge of the period of time within which Tenant might cure such defaultfreehold estate constituted herein, such and any failure to comply with this section will be a default is cured under this mortgage. 14.8 Nothing done by the lender under this article 14 will make or caused deem the lender to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but mortgagee in no event shall default continue for more than thirty (30) dayspossession. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision the provisions of the Lease to the contrarySection 9 hereof, Tenant shall have the unrestricted right absolute right, without the consent of Landlord, to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of otherwise encumber this Lease or its rights hereunder (the Lease ("MortgageLeasehold Estate") as security with a Leasehold Mortgage to a Leasehold Mortgagee. The Leasehold Mortgagee shall notify Landlord, in the manner hereinafter provided for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgagegiving of notice, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, Leasehold Mortgage and the name and place for service of notices notice upon such Leasehold Mortgagee. In the event that at the time of the creation of such Leasehold Mortgage, Landlord shall have mortgaged or otherwise encumbered its fee interest in the Premises, then such notice of such Leasehold Mortgage shall also be given to Lender. Landlord shall cooperate in all reasonable respects with Tenant, at Tenant's sole Cost, in providing necessary information in Landlord's possession or control as to the Premises or this Lease (or any other agreement or instrument executed in connection with the Premises or this Lease) to the Leasehold Mortgagee. Without limiting the foregoing, Landlord shall, at Tenant's sole Cost, endeavor to cause any report by any third party retained by Landlord (including without limitation architects, engineers and in title examiners) to address or re-address documents prepared by them, respectively, to the Leasehold Mortgagee and to allow the Leasehold Mortgagee to rely thereon. Upon such eventnotification to Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of Tenant the Leasehold Mortgagee, and such Mortgagee from time upon written request by Tenant, to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate of any execute and all notices or demands given by Landlord deliver to Tenant and no such notice the Leasehold Mortgagee a recognition, attornment and assent to Tenant shall be effective unless a copy is so serviced upon Mortgagee. leasehold mortgage agreement (b"Leasehold Mortgage Agreement") Mortgagee shall have the privilege of performing any of Tenant's covenants or of curing any defaults by Tenant or of exercising any electionin recordable form, option or privilege conferred upon Tenant by containing terms substantially similar to the terms of the Leaseform attached hereto as Exhibit F and incorporated herein and otherwise reasonably acceptable to Landlord and the Leasehold Mortgagee. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision ‌ 14.1 This article 14 applies only if the borrower’s interest in the land at the time of the Lease this mortgage is executed is, or includes, a leasehold interest. 14.2 The borrower represents to the contrarylender that, (a) the lease is owned by the borrower subject only to those charges and encumbrances that are registered in the land titles or registry office at the time the borrower executes the mortgage form, (b) the lease is in good standing, (c) the borrower has complied with all the borrower’s obligations, Tenant shall have covenants, acknowledgements, promises and agreements contained in the unrestricted lease, (d) the borrower has paid all rent and other amounts due and payable under the lease, (e) the lease is not in default, and (f) the borrower has the right to execute and deliver a mortgage or mortgages, deed of trust, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In lease to the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, and the name and place for service of notices upon such Mortgagee, then and in such event, Landlord hereby agrees for the benefit of Tenant and such Mortgagee from time to timelender. 14.3 The borrower will: (a) That Landlord will give comply with the lease and not do anything that would cause the lease to any Mortgagee simultaneously with service on Tenant a duplicate of any and all notices or demands given by Landlord to Tenant and no such notice to Tenant shall be effective unless a copy is so serviced upon Mortgagee.terminated, (b) Mortgagee shall have immediately give to the privilege lender a copy of performing any notice received from the lessor under the lease, (c) immediately notify the lender if any party to the lease, including the borrower, advises the other party(s) to the lease of their intention to terminate the lease before the term expires, and (d) execute any other document the lender requires to ensure that the freehold interest in the land is charged by this mortgage should such freehold interest be transferred to, or otherwise be acquired by, the borrower. 14.4 Any default under the lease is a default under this mortgage. 14.5 The borrower promises the lender the borrower will not, without first obtaining the written consent of the lender, surrender or terminate the lease, agree to change any of Tenant's covenants or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Leaselease or acquire the freehold interest in the land. 14.6 The lender may perform any promise or agreement of the borrower under the lease and the cost to the lender of so doing will form part of the mortgage money, be payable on demand and bear interest until fully paid. 14.7 If the borrower acquires the freehold interest in any part of the land: (a) the freehold estate will not merge with the borrower’s leasehold title but will always remain separate and distinct unless the lender otherwise consents in writing, (b) this mortgage will constitute, automatically and immediately without execution or registration of further documentation, a first mortgage and charge of the greater estate including the freehold estate of the land so acquired, in addition to a first mortgage and charge of the leasehold interest, and this mortgage will not be deemed, or held to have been, terminated, and (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after borrower will do all acts and execute all documentation necessary to evidence the expiration charge of the period of time within which Tenant might cure such defaultfreehold estate constituted herein, such and any failure to comply with this section will be a default is cured under this mortgage. 14.8 Nothing done by the lender under this article 14 will make or caused deem the lender to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but mortgagee in no event shall default continue for more than thirty (30) dayspossession. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision of the Lease anything to the contrarycontrary herein contained, Tenant shall have the unrestricted continuing right during the Term, once or more often, without obtaining Landlord’s consent or approval, to execute and deliver a mortgage or mortgages, deed of trustmortgage, pledge and/or collateral assignment or otherwise encumber this Lease, provided any such right is limited to Tenant’s leasehold estate hereunder and all rights, easements, privileges and appurtenances specifically herein granted of the Tenant under this Lease ("any and all of which are referred to as a “Leasehold Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage”, and if the holder of such Leasehold Mortgage being herein referred to as a “Leasehold Mortgagee”) and is subordinate to the indebtedness secured lien securing any financing obtained by Landlord with respect to the Property, as evidenced by a subordination agreement in form and substance reasonably acceptable to both Landlord’s lender and Tenant’s lender. If Tenant shall have encumbered its leasehold estate created under this Lease ("Mortgagee") notifies Landlord of the execution of such by a Leasehold Mortgage, and the name Leasehold Mortgagee shall notify Landlord in writing of the creation thereof, and place provide an address for service of notices upon such contacting the Leasehold Mortgagee, then and in such eventLandlord, Landlord hereby agrees for at the benefit same time as it shall give notice of Tenant and such Mortgagee from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service on Tenant a duplicate breach of any and all notices or demands given by Landlord this Lease to Tenant shall, in addition, give notice thereof also to the Leasehold Mortgagee, and no such notice shall be deemed to have been given to Tenant shall be effective unless and until a copy is thereof shall have been so serviced given to such Leasehold Mortgagee. Said Leasehold Mortgagee (its agents, receivers, trustee and anyone claiming under such Leasehold Mortgagee) upon Mortgagee. the receipt of any such notice of default shall have the right to enter into and upon the Premises and take possession thereof and to remedy any default prior to the expiration of forty-five (b45) days following its receipt of such notice from Landlord, and this Lease shall remain in full force and effect during and throughout such period of grace, and the rights and remedies provided Landlord herein shall not be exercisable by Landlord after Tenant shall breach or be deemed to have breached this Lease unless said Leasehold Mortgagee shall have failed to rectify the privilege of performing any of Tenant's covenants same during or of curing any defaults by Tenant or of exercising any election, option or privilege conferred upon Tenant by the terms of the Lease. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within allowed hereunder; it being understood, however, that a breach of this Lease which Tenant might cure such default, such default is cured or caused to cannot be cured by Mortgagee or, if the payment of money shall be deemed to have been rectified within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate grace allowed said Leasehold Mortgagee if rectification thereof shall be commenced by said Leasehold Mortgagee in good faith before the cause end of such defaultgrace period, and such correction thereafter shall be prosecuted with reasonable diligence. Notwithstanding the foregoing, if Leasehold Mortgagee diligently commences exercises its right to eliminate enter into and upon the cause Premises (as provided herein), Leasehold Mortgagee agrees to forever fully protect, defend, indemnify and hold harmless Landlord from and against all loss, costs, damages, escrow fees, reasonable attorneys’ fees and expenses of every kind and nature, which it may expend or incur under or by reason or in consequence of, or as a result of such default , but in no event shall default continue for more than thirty (30) daysentry or temporary occupancy of the Premises. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.

Leasehold Mortgage. Notwithstanding any other provision VTUSA may, without the consent of the Lease City, execute, deliver and cause or permit to be recorded against the contraryLeasehold Estate, Tenant one or more Leasehold Mortgages. 17.1.1. VTUSA or any Leasehold Mortgagee shall have notify the unrestricted right to execute and deliver a mortgage or mortgagesCity, deed in the manner hereinafter provided for the giving of trustnotice, pledge and/or collateral assignment of the Lease ("Mortgage") as security for any indebtedness in any form whatsoever. In the event Tenant shall execute and deliver a Mortgage, and if the holder of the indebtedness secured by the Lease ("Mortgagee") notifies Landlord of the execution of such Mortgage, Leasehold Mortgage and the name and place for service of notices notice upon such Leasehold Mortgagee. The terms of Exhibit C hereto shall be applicable with respect to any Leasehold Mortgage. Upon such notification to the City that VTUSA has entered, then and in such eventor is about to enter, Landlord into a Leasehold Mortgage, the City hereby agrees for the benefit of Tenant such Leasehold Mortgagee, and within twenty (20) days after written request by VTUSA, to execute and deliver to VTUSA and Leasehold Mortgagee the Recognition, Attornment and Assent to Leasehold Mortgage ("Recognition Agreement") containing terms substantially identical to the terms set forth in Exhibit C hereto. The City further agrees that it will comply with all of the covenants and obligations contained in Exhibit C and any such Recognition Agreement. 17.1.2. If a Leasehold Mortgagee does not cure a VTUSA Default (as hereinafter defined) and this Agreement is terminated as provided in Exhibit C, such Leasehold Mortgagee shall be entitled to obtain a new Agreement from time to time: (a) That Landlord will give to any Mortgagee simultaneously with service the City on Tenant a duplicate of the same terms and conditions as this Lease, as provided in Exhibit C; and further, any and all notices improvements owned by VTUSA prior to such termination shall automatically pass to, vest in and belong to such Leasehold Mortgagee, and shall not become the property of the City unless and until the final expiration or demands given sooner termination of this Agreement not followed by Landlord a new Agreement as provided in Exhibit C hereto. 17.1.3. Notwithstanding anything to Tenant and no such notice the contrary herein provided, subject to Tenant Section 17.1.4, below, if VTUSA or any successor in interest of VTUSA shall be effective unless a copy Leasehold Mortgagee, it is so serviced upon Mortgageespecifically understood and agreed that there shall be absolutely no personal liability on the part of such Leasehold Mortgagee with respect to any of the terms, covenants and conditions of this Lease, and the City shall look solely to the Leasehold Estate for the satisfaction of each and every remedy of the City in the event of any breach by such Leasehold Mortgagee as VTUSA of any of the terms, covenants and conditions of this Agreement to be performed by VTUSA, such exculpation of personal liability to be absolute and without any exception whatsoever (subject as aforesaid). (b) 17.1.4. If a Leasehold Mortgagee shall have requests reasonable modifications or clarifications to the privilege of performing Agreement which do not adversely affect the City's rights or obligations under this Agreement in any of Tenant's covenants or of curing any defaults by Tenant or of exercising any electionmaterial respect, option or privilege conferred upon Tenant by then the terms of the LeaseCity will cooperate with VTUSA in order to execute reasonable documentation in connection therewith. (c) Landlord shall not terminate the Lease or Tenant's right of possession for any default of Tenant if, within a period of thirty (30) days after the expiration of the period of time within which Tenant might cure such default, such default is cured or caused to be cured by Mortgagee or, if within a period of thirty (30) days after the expiration of the period of time within which Tenant might commence to eliminate the cause of such default, Mortgagee diligently commences to eliminate the cause of such default , but in no event shall default continue for more than thirty (30) days. (d) Landlord shall not subordinate this Ground Lease to any mortgage by Tenant.