Common use of Leasehold Mortgage Clause in Contracts

Leasehold Mortgage. (a) Tenant shall have the unrestricted right at any time and from time to time without Landlord’s consent to mortgage the Property and the demised premises, including the Improvements, and its leasehold interest under this Lease (but not Landlord’s fee interest), subject however to the limitations hereinafter set forth. Any such mortgage shall be 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 “Leasehold Mortgage,” and the party holding the Leasehold Mortgage (including any affiliate of such party) 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 been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall 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 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 its agents) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. (a) Tenant shall have and every successor and assignee of Tenant is hereby given the unrestricted right at by Landlord, in addition to any time and from time to time other rights herein granted, without Landlord’s consent 's prior written consent, to mortgage the Property its interest in this Lease under a leasehold mortgage one or more times and the demised premises, including the Improvements, and its leasehold to assign Tenant's interest under this Lease (but not Landlord’s fee interest), subject however to as collateral security for such mortgage upon the limitations hereinafter set forth. Any condition that all rights acquired under such mortgage shall be subject to each and subordinate all of the covenants, conditions and restrictions set forth in this Lease, and to the rights all rights, interest and estate of Landlord hereunder. A mortgage herein, none of which covenants, conditions or restrictions are or shall be waived by Landlord by reason of the Property right so given to mortgage such interest, except as expressly provided herein. If Tenant and/or Tenant’s 's successors and assigns shall mortgage their leasehold interest under this Lease is herein referred to as (a “"Leasehold Mortgage,” ") and if the party holding the Leasehold Mortgage (including any affiliate holder(s) of such party) the “mortgage (a "Leasehold Mortgagee.” (b") No Leasehold Mortgagee shall be entitled send 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 been given written notice of specifying the name and address of the Leasehold Mortgagee together with mortgagee (any such lender that shall have given such notice only if such lender is not an affiliate of Tenant shall be deemed a true "Recognized Mortgagee" and correct copy of the Leasehold Mortgageany mortgage held by such Recognized Mortgagee, the note secured therebya "Recognized Mortgagee"), the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So Landlord agrees that so long as any such Leasehold Recognized Mortgage shall remain in effectunsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply:; (1a) In the event Recognized Mortgage exercises its right to execute on its security interest in the Lease, Recognized Mortgagee shall acquire all Tenant's rights under this Lease, including options to renew, and shall agree to comply with and otherwise by bound by the terms and conditions of this Lease from and after the effective date of such assignment while (or with respect to any period of time that) Recognized Mortgagee or its designee is in possession of the Demised Premises, Recognized Mortgagee shall cure any monetary and non-monetary defaults of Tenant which arise prior to the date of any assignment of this Lease to Recognized Mortgagee or its designee. In such case, if requested by Recognized Mortgagee, Landlord and Recognized Mortgagee shall cooperate in executing a new lease for the Premises in accordance with this Lease. On request by Recognized Mortgagee, Landlord shall deliver a Landlord's estoppel to Recognized Mortgagee confirming that the Lease is in full force and effect, and whether there are any outstanding defaults. (b) Except following an event of default, as set forth in Paragraph (d) below, there shall be no cancellation, surrender or modification of this Lease by joint action of Landlord and Tenant without the prior consent in writing of the Recognized Mortgagee; (c) On request by Tenant, Landlord shall deliver a Landlord's estoppel to Tenant's proposed leasehold mortgagee and to Tenant's Recognized Mortgagee, confirming that the Lease is in full force and effect, and whether there are any outstanding defaults; (d) Landlord shall shall, upon serving Tenant with any notice of default, simultaneously serve a copy of any noticesuch notice upon the Recognized Mortgagee who has given Landlord written notice as aforesaid, including a which default notice shall be served upon such Recognized Mortgagee in the manner specified in 17.6 of this Lease, Landlord shall only be required to provide written notice of default to Recognized Mortgagee if Landlord is required to provide written notice of default to Tenant. Upon written request by Recognized Mortgagee at any time after Landlord has provided a default notice to Tenant, Landlord will provide written confirmation of Tenant's cure or failure to cure the default. If Tenant shall not cure any such defaults within such time period, the Recognized Mortgagee shall have a period of twenty (20) days more, in the case of a monetary default, required to be served on Tenant under this Lease upon such Leasehold Mortgagee at the address provided and thirty (30) days more, in the notice referred case of all other defaults, than is given 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 its agents) shall, within the period allowed Tenant to cure such default (or to commence and otherwise as herein provideddiligently pursue such cure), have to remedy the right to cure such default, or cause default in question and the same to be cured, and Landlord shall accept such performance by or on behalf the part of such Leasehold the Recognized Mortgagee as if though the same had been made done or performed by Tenant if such performance is made within the applicable cure period set forth hereinTenant. (3e) For Anything herein contained notwithstanding, while such Recognized Mortgage remains unsatisfied of record or until written notice of satisfaction is given by the purposes Recognized Mortgagee to Landlord, if any default in the payment of rent or other monetary sum shall occur which, pursuant to any provision of this subsectionLease entitles Landlord to terminate this Lease and if before the expiration of thirty (30) days following the date of service of termination upon such Recognized Mortgagee, no event any such Recognized Mortgagee shall have notified Landlord, in writing, 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, then in such event, Landlord shall not be entitled to terminate this Lease due to such monetary default and any notice of termination theretofore given due to such monetary default shall be deemed to exist for a non-monetary void and of no effect. (f) If this Lease shall be terminated because of Tenant's bankruptcy or other default which cannot by its nature be cured by the Recognized Mortgagee, the Recognized Mortgagee, if any, or its assignee or nominee, shall have the right by written notice to Landlord given within thirty (30) days after notice to the permitted cure period Recognized Mortgagee of such termination to enter into a new lease of the Premises with Landlord for the balance of the term remaining as long as action to cure of the default shall in good faith have been commenced within the time permitted therefor to cure date of any such default, on the same terms and conditions as those contained herein and at the rental prevailing under this Lease and with such rental increases thereafter in accordance with the terms of this Lease. Such new lease, by virtue of the recording of this Lease (or a short form or memorandum thereof), shall have priority equal to this Lease, provided that Landlord shall not be prosecuted deemed to completion with diligence and continuityhave made any representation regarding such priority. (4g) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold A Recognized Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (Dor its designee or nominee) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s the interest of Tenant under this Lease the Lease, including, without limitation, the interest of Tenant in all improvements erected by Tenant on the Premises, by foreclosure or other enforcement proceedings, or by obtaining an assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwisethrough settlement of or arising out of any pending or threatened foreclosure proceeding, or without Landlord's consent and without any obligation to assume the Lease, but subject to the applicable terms and provisions of the Lease. In the event the Recognized Mortgagee becomes the holder of the interest of Tenant under a new lease pursuant to subsection (d) abovethe Lease, the same obligations of the Recognized Mortgagee under the Lease shall be nonrecourse, and Landlord shall look solely to the interest of the Recognized Mortgagee in the Premises for the recovery of any judgment against the Recognized Mortgagee, and Landlord hereby covenants and agrees not to bring any action or suit seeking to impose liability on the Recognized Mortgagee beyond its interest in the Premises. Such right of non-recourse shall be personal to the Recognized Mortgagee or other mortgagee and shall not be deemed apply to constitute an assignment any other assignee, transferee or transfer of this Lease or other holder of the leasehold estate thereby createdLease. Further, the Recognized Mortgagee (or its designee or nominee) shall have the right thereafter to assign the Lease to a "Permitted Assignee" (as hereafter defined), without any requirement for prior notice to or consent by Landlord, but subject to the other terms and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance provisions of the covenants Lease, provided, that, promptly following such assignment, the Recognized Mortgagee or such assignee shall notify the Landlord of such assignment, including the name and conditions address of the assignee. As used herein, "Permitted Assignee" shall mean an assignee who shall operate a business at the Premises which will not violate any of the Prohibited Uses set forth in this Lease or nor violate the terms of any exclusive use now in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and effect and/or granted by Landlord after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. (a) Tenant Notwithstanding the provisions of Section 4.01, Lessee shall have the unrestricted right at right, without Lessor’s or Mortgagee’s consent, to collaterally assign, pledge and/or mortgage all of Lessee’s rights and interests under this Lease, its interest in any time and from time sublease of the Premises, or the rentals payable thereunder, to time without Landlord’s consent to mortgage the Property and the demised premisesany provider of construction, including the Improvementsinterim, or long-term financing, or any refinancing thereof, and any trustee or agent acting on their behalf (“Lessee Lenders”) as security for Lessee’s obligations under all documents and instruments evidencing, guaranteeing or executed by Lessee in connection with any said financing (“Financing Documents”), on the condition that (i) said Lessee Lenders are investors customarily in the business of making loans, (ii) Lessee is limited to one mortgagee, assignee or pledgee at a time, (iii) Lessor obtains copies of all Financing Documents, (iv) that any assignees or subtenants shall not have such right to mortgage, assign or pledge this Lease, except to the extent the assignment is a Deemed Assignment, (v) that any proposed purchaser at foreclosure or grantee in lieu of foreclosure, or a guarantor of its leasehold interest obligations hereunder, meet the requirements to permit Lessee to be released from liability under this Lease, as set forth in Section 4.05 above, (vi) the Financing Documents not alter any terms of this Lease (but not Landlord’s fee interestincluding use of the Net Proceeds), subject however to (vii) any assignee, purchaser at foreclosure or grantee in lieu of foreclosure shall restore the limitations hereinafter Security Deposit, (viii) the Lessee Lenders have no greater rights for notice and cure of Lessee Events of Default except as otherwise set forth. Any such mortgage shall forth in this Lease, and (ix) there be subject and subordinate to the rights no uncured Event of Landlord Default hereunder. A mortgage of the Property and/or Tenant’s leasehold interest under this Lease is herein referred to as a “Leasehold Mortgage,” and the party holding the Leasehold Mortgage (including any affiliate of such party) 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 been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall 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 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 such a default collateral assignment, pledge and/or mortgage and upon occurrence of an Event of Default by Tenant hereunderLessee under this Lease or the Financing Documents, any Leasehold Mortgagee (or its agents) shallas the case may be, within the period allowed Tenant to cure such default and otherwise as herein provided, Lessee Lenders shall have the right to cure such default, or cause (but not 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (iobligation) to obtain possession assume, all of the demised premises (including possession by a receiver) or (ii) to instituterights, prosecute interests and complete foreclosure proceedings or otherwise acquire Tenant’s interest obligations of Lessee thereafter arising under this Lease. Lessor or Lessee, or (iii) to cure such default (providedupon request of the other, however, that Leasehold Mortgagee would not be required to cure any monetary default related shall promptly execute and deliver to the percentage rent provided in Exhibit Brequesting party, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold and/or Lessee Lenders or Mortgagee, within ninety (90) days after obtaining possession a written consent to any such collateral assignment, pledge and/or mortgage of this Lease and such written certificates as to the due authorization, execution and delivery by the executing party, and enforceability against Lessor or acquiring Tenant’s interest under Lessee of this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults Lease as Lessor or Lessee and/or Lessee Lenders and Mortgagee may reasonably susceptible of being cured by such Leasehold Mortgageerequest; provided, however, that: (A) such Leasehold Mortgagee in no event and under no circumstances shall not be obligated to continue such possession any assignment, pledge or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions mortgage of this Section, from exercising any Lessee’s rights or remedies and interests under this Lease with respect to Lessee Lenders be superior to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such pledge or mortgage of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with Premises by such Leasehold Lessor to Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if or to a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure pledge or grant of the Tenant Lease to have undertaken Mortgagee as security for said financing or completed contemplated constructions related to the Property; or refinancing, and, accordingly, Lessee acknowledges that any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Alsoassignment, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders pledge and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination mortgage of this Lease to Lessee Lenders will be subordinate to Lessor’s financing and the date rights thereunder, whether entered into now or at any time in the future. Notwithstanding the foregoing, whenever Lessor shall send notice of execution default to Lessee, Lessor shall, at such time, also send notice of the new Lease. such default to Lessee Lenders (3if adequate contact information has been provided to Lessor) Any such new lease shall maintain in the same priority manner as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as notices are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord required hereunder and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and Lessee Lenders shall have the right same period in which to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest cure as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceedingdoes Lessee plus five (5) days. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. Provided no Event of Default (aor fact or circumstance that with notice or the passage of time, or both, would become an Event of Default) Tenant shall have the unrestricted right at any time occurred and from time be continuing, Tenant may grant a leasehold mortgage to time without Landlord’s consent a Qualified Leasehold Mortgagee to mortgage the Property and the demised premises, including the Improvementssecure, and its leasehold interest under this Lease (but not Landlord’s fee interest)be given as security for, subject however to the limitations hereinafter set forth. Any such mortgage shall be 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 senior credit facility (each a “Leasehold Mortgage,” and the party holding the ”) provided that each Leasehold Mortgage (including any affiliate of such party) 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 been given written notice satisfies all of the name and address of the following conditions: (a) any Leasehold Mortgagee together with a true and correct copy of the Leasehold MortgageMortgage shall, the note secured therebyby its express terms, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to (i) not encumber Landlord's interest in any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effectLeased Premises or, the following provisions shall apply: (1) Landlord shall serve a copy of at any noticetime, including a notice of defaultrelease, required to be served on Tenant under this Lease upon such Leasehold Mortgagee at the 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, affect or reduce any Leasehold Mortgagee (or its agents) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due or impose additional obligations on Landlord under this Lease, (ii) be subordinate to any Mortgage, and (iii) the Qualified Leasehold Mortgagee may only assign Tenant’s interest in this Lease but upon foreclosure thereof to a Person previously approved by Landlord in writing and having not less than five (5) years’ experience as an owner or operator of a Permitted Facility and otherwise in accordance with Section 21 of this Lease; (b) Tenant shall promptly reimburse Landlord for such termination all reasonable out-of-pocket costs and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant Leasehold Mortgage or any related agreements; (c) Tenant shall be entitled deliver to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution a fully executed copy of the new Lease. Leasehold Mortgage within ten (10) days after its execution thereof and immediately notify Landlord upon the occurrence of any material default thereunder; and (d) no more than one (1) Leasehold Mortgage with respect to any Location shall exist at any time. As used herein, a “Qualified Leasehold Mortgagee” means: (x) a commercial bank or other financial institution that (1) is actively engaged in commercial real estate or corporate financing with Persons other than Tenant, Lease Guarantor or any Affiliate, (2) has a net worth or capital surplus in excess of $1,000,000,000, and (3) Any such new lease shall maintain the same priority as this is not an Affiliate of Tenant, Lease with regard to any Leasehold Mortgage affecting the Property Guarantor, or any part thereof of their respective Affiliates; or any other rights(y) an administrative agent or collateral agent with the characteristics described in the preceding clause (x) serving as administrative agent or collateral agent for commercial banks, liens financial institutions and funds that regularly make or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoingpurchase commercial loans. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. (a) Tenant shall have the unrestricted right at any time and may from time to time time, and without the consent of Landlord’s consent to , secure financing (which may include, without limitation, mortgage the Property and the demised premisesloans, general credit lines, bond financing, including the ImprovementsCommunity Development District bond financing, and its leasehold interest under this Lease CPACE financing) from banks, insurance companies, other financial institutions or other lenders (but not Landlord’s fee interesteach one, a “Leasehold Mortgagee”), subject however granting to the limitations hereinafter set forth. Any such Leasehold Mortgagee as security for such financing or general credit lines a mortgage shall be subject and subordinate to the rights of Landlord hereunder. A mortgage of the Property and/or encumbering Tenant’s leasehold interest under this Lease is herein referred to as in the Premises (which may include a collateral assignment of Tenant’s leasehold interest in the Premises with rights of reassignment, hereinafter a “Leasehold Mortgage,” ”) and/or a security interest in any furnishings, fixtures, equipment and personally purchased by or belonging to Tenant, or leased from third parties by Tenant and installed on the party holding Premises by Tenant. To the Leasehold Mortgage extent any provision in this Section conflict or are inconsistent with any other provision of this Lease, the provisions of this Section shall control. Tenant may also, with Xxxxxxxx’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, apply for any county, state and federal grants that may be available to Landlord (including any affiliate of such partyincluding, without limitation, those available from the Florida Navigational District) for the financial benefit the Marina (collectively, the “Leasehold MortgageeGrants”) on behalf of Landlord. Xxxxxxxx agrees to reasonably cooperate with Tenant in connection with Tenant’s application for any such Grants, provided that Landlord shall not be required to incur any cost or liability in connection therewith and Tenant shall be solely responsible for any costs incurred in connection therewith, including without limitation any contribution requirements.” (b) No If Tenant shall enter into any such Leasehold Mortgage, the Tenant or Leasehold Mortgagee shall be entitled forward to enjoy the rights or benefits mentioned herein, nor shall the provisions Landlord a copy of this Lease pertaining to such Leasehold Mortgages be binding upon Landlord, unless Landlord shall have been given Mortgage together with a written notice of setting forth the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee its notice information (address for certified mail and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documentselectronic mail (e-mail)). (c) So long as such Leasehold Mortgage shall remain in effectWhen giving notice to Tenant with respect to any default under the provisions of this Lease, the following provisions shall apply: (1) Landlord shall also serve a copy of any noticesuch notice upon the Leasehold Mortgagee, including a notice of default, required to be served on Tenant under this Lease upon in accordance with such Leasehold Mortgagee at the address provided in the Mortgagee’s preferred form of notice referred as previously established pursuant to in subsection clause (b) hereof, and no above. No such notice by Landlord to Tenant hereunder shall be deemed to have been duly given unless and until a copy thereof of such notice has been served on the mailed to such Leasehold Mortgagee, which notice must specify the nature of each such default. (2d) In The Leasehold Mortgagee, upon mailing by Landlord of the event of a default by Tenant hereunder, any Leasehold Mortgagee notice referred to in subparagraph (or its agentsc) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsectionSection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof andhave, in the event of a monetary default, a addition to any period of fifteen (15) days after written notice grace extended to cure such default, or in Tenant under the case terms and conditions of a non-monetary defaultthis Lease, a period of ninety (90) days within which to cure the default or cause the same to be cured or to commence to cure such default with diligence and continuity; provided, however, that as to any default of Tenant for failure to make Lease Payments or to pay taxes, insurance or other monetary obligations of Tenant hereunder, the Leasehold Mortgagee shall be given written notice of such default by certified mail by Landlord, and the Leasehold Mortgagee shall have thirty (30) additional days from the date the notice of default was mailed within which to cure such default. The Leasehold Mortgagee’s decision to cure, or cause to be cured, any default under the Lease shall be at the Leasehold Mortgagee’s sole discretion and election and Leasehold Mortgagee shall not be required to cure any non-monetary default not within such Leasehold Mortgagee’s control such as an act of bankruptcy. (e) Each Leasehold Mortgagee shall have the right, but not the obligation, to perform any covenant or agreement under this Lease to be performed by Tenant, and Landlord shall accept such performance by any Leasehold Mortgagee as if performed by Xxxxxx. In case Tenant shall default under any of the provisions of this Lease, the Leasehold Mortgagee shall have the right (but not the obligation) to cure such default whether the same consists of the failure to make Lease Payments or to pay taxes, insurance, or other monetary obligation or the failure to perform any other matter or thing which Tenant is 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. (f) In the case of any default by Tenant, other than in the payment of Lease Payments under this Lease, Landlord, so long as no monetary default beyond any applicable notice and cure periods shall exist, will take no action to effect a termination of the Term of this Lease without first giving to the Leasehold Mortgagee a reasonable time within which either (i) to obtain possession of the demised premises Premises (including possession by a receiver) and cure such default in the case of a default which is susceptible of being cured when the leasehold mortgagee has obtained possession; or (ii) to institute, prosecute institute foreclosure proceedings and complete such foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) Lease with diligence and continuity and thereafter to commence and diligently proceed to cure such default (default; provided, however, that Leasehold Mortgagee would the leasehold mortgagee shall not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall if the default which would have been the reason for serving such a notice shall be cured; (B) , and provided further, that nothing herein contained in this Section shall preclude Landlord, subject to the provisions of this Section, Landlord from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply Tenant during the any period of such forbearance with such forbearance. (g) In the event of the terms, conditions and covenants termination of this Lease as are reasonably susceptible or of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure any succeeding lease made pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible Section prior to cure within its stated expiration date, Landlord will quit claim to Leasehold Mortgagee any interest in the Improvements and, at the same time, enter into a new lease of the Premises upon the same terms and conditions as this Lease for the remainder of the Term with the Leasehold Mortgagee Cure Periodor, at the request of such Leasehold Mortgagee, to a corporation or other entity approved to conduct business in the State of Florida, formed by or on behalf of such Leasehold Mortgagee or by or on behalf of the holder of the note secured by the Leasehold Mortgage held by such Leasehold Mortgagee, for the remainder of the Term, effective on the date of such termination, upon the covenants, agreements, terms, provisions and limitations contained in this Lease (including, without limitation, the Lease Payments), provided that such Leasehold Mortgagee makes written request and executes, acknowledges and delivers to Landlord such new lease within thirty (30) days from the date of such termination and such written request and such new lease is accompanied by payment to Landlord of all amounts then due to Landlord, including reasonable attorneys’ fees, court costs and disbursements incurred by Landlord in connection with any such default and termination as well as in connection with the execution and delivery of such new lease, less the net income collected by Landlord subsequent to the date of termination of this Lease and prior to the execution and delivery of the new lease, any excess of such net income over the aforesaid sums and expenses to be applied in payment of the Lease Payments thereafter becoming due under such new lease. In no event, however, shall such mortgagee or its nominee or designee be required to cure a default under this Lease which is not subject to being cured by such mortgagee or its nominee or designee in order to obtain a new lease. Any new lease referred to in this Section shall not require any execution, acknowledgment or delivery by Landlord in order to become effective as against Landlord and Landlord shall be deemed to have executed, acknowledged and delivered any such new lease immediately upon receipt by Landlord of such new lease accompanied by (i) payment to Landlord of all amounts then due to Landlord of which the Leasehold Mortgagee shall theretofore have received written notice; and (ii) an agreement by the Leasehold Mortgagee to pay all other amounts then due to Landlord of which the Leasehold Mortgagee shall not theretofore have received written notice. In addition, immediately upon receipt by Landlord of such new lease, as provided in this subparagraph, Landlord shall be deemed to have executed, acknowledged and delivered to the Leasehold Mortgagee an assignment of all subleases covering the Premises which theretofore may have been assigned and transferred to Landlord and all subleases under which subtenants shall be required to attorn to Landlord pursuant to the terms and conditions of such subleases or this Lease. Such assignment by Landlord shall be deemed to be in compliance with without recourse as against Landlord. Within ten (10) days after a written request therefore by the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on such assignment or assignments shall be reduced to writing in recordable form and executed, acknowledged and delivered by Landlord to the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4. (h) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such The Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure of its mortgage or as a result of the assignment or quitclaim conveyance of this Lease and the Improvements in lieu of foreclosure; but no third party other than , whereupon such Leasehold Mortgagee shall be entitled to acquire Tenant’s interest immediately become and remain liable under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4j) abovebelow, Landlord shall serve upon the except that such Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under may assign this Lease but for such terminationwithout Landlord’s consent to any assignee at any time, and of all other defaults, if any, under this Lease then known provided that prior notice is given to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease Landlord in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (fi) If Landlord and Tenant shall acquire In the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any event that a Leasehold Mortgagee shall acquire title to become the owner or holder of Tenant’s interest under by foreclosure of its mortgage or by assignment of this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, the term “Tenant,” as used in this Lease, means only the owner or under holder of Tenant’s interest for the time being so that, in the event of a new lease pursuant to subsection (d) abovesale, the same shall not be deemed to constitute an assignment or transfer other disposition of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such Tenant’s interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after by the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice entirely freed and relieved of any litigation, arbitration or other proceeding relating to all covenants and obligations of Tenant under this Lease and any dispute it shall be deemed and construed, without further agreement between Landlord and the parties thereto Leasehold Mortgagee or between Landlord, the Leasehold Mortgagee and shall have the right to intervene in Leasehold Mortgagee’s purchaser or assignee at any such litigationsale or upon assignment of Tenant’s interest, arbitration that the purchaser or other proceeding, but only assignee of Tenant’s interest has assumed and agreed to the extent carry out any and all covenants and obligations of its interest as mortgagee, as its interest may appear, Tenant. The Leasehold Mortgagee’s purchaser or assignee shall sign an Assignment and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy Assumption Agreement of any award or decision made in such litigation, arbitration or other proceedingthis Lease. (j) To Within ten (10) days after written request by Tenant or by Xxxxxx’s Leasehold Mortgagee, or in the extent event that upon any sale, assignment or mortgaging of Tenant’s interest in this Lease by Tenant or Tenant’s Leasehold Mortgagee, an offset statement shall be required by from Landlord, Landlord agrees to deliver in recordable form a certificate to any proposed Leasehold Mortgagee, purchaser, assignee or to Tenant, certifying (if such be the case) (i) the amount of the Lease Payments due under the Lease, if any, and the date to which Lease Payments have been made; (ii) whether this Lease is in full force and effect; (iii) whether Landlord has any knowledge of any default under this Lease, or if any proceeds default exists, specifying the nature of fire the default; and (iv) whether there are no defenses or other casualty insurance policies that are payable offsets which may be asserted by Landlord against Tenant in respect of obligations pursuant to Tenant under this Lease as of the date of the estoppel. The estoppel letter shall be certified to Landlord and the Leasehold Mortgagee and none other. (k) Reference in this Lease to acquisition of Tenant’s interests in this Lease by the Leasehold Mortgagee shall be deemed to refer, where circumstances require, to acquisition of Tenant’s interest in this Lease by any purchaser at a sale on foreclosure of the Leasehold Mortgage and provisions applicable to the Leasehold Mortgagee in such instance or instances shall also be applicable to any such purchaser. (l) So long as Tenant’s interest in this Lease shall be paid mortgaged to a Leasehold Mortgagee, the parties agree for the benefit of such Leasehold Mortgagee that Landlord shall not sell, grant or convey to Tenant all or any portion of Landlord’s fee simple title to the Premises without the prior written consent of such Leasehold Mortgagee. In the event of any such sale, grant or conveyance by Landlord to Tenant, Landlord and Tenant agree that no such sale, grant or conveyance shall create a merger of this Lease into a fee simple title to the Premises. This subparagraph (l) shall not be construed to prevent a sale, grant or conveyance of Landlord’s fee simple title by Landlord to any person, firm or corporation other than Tenant, its successors, legal representatives and assigns. (m) Reference in this Lease to a Leasehold Mortgagee shall be deemed to refer where circumstances require, to any assignee (subject to the provisions of subparagraph (i), above) of a Leasehold Mortgagee; provided that such assignee shall forward to Landlord a copy of such assignment of Leasehold Mortgage, together with a written notice setting forth the name and address of the assignee and its notice information (address for certified mail and electronic mail (e-mail)). (n) Any Leasehold Mortgage shall be specifically subject and subordinate to Landlord’s rights under this Lease. The sentence immediately preceding shall not be deemed or construed (by implication or otherwise) to impose or establish upon Xxxxxx’s interest in this Lease or upon the lien of any Leasehold Mortgage the superiority of any lien or encumbrance, including, without limitation, the lien of any fee mortgage, judgment or tax created directly or indirectly by, through or against Landlord or Landlord’s interest in this Lease. Despite any provision which is or may appear to be to the contrary in this Lease, under no circumstances whatsoever shall the fee simple title interest of Landlord in the Premises, or any portion of them, be encumbered or subordinated, except for a mortgage on Tenant’s leasehold interest. (o) No Leasehold Mortgagee or other person succeeding to the interest of Tenant in this Lease through or subsequent to an enforcement proceeding shall be liable under this Lease, unless and until such time as it becomes the tenant of the leasehold estate, and then only for such obligations of Tenant which accrue during the period while it remains the tenant of the leasehold estate. (p) Notwithstanding any provision in this Lease to the contrary, in the event of any Casualty or Taking of the Premises or any portion thereof and if allowed by law or its agreements with Tenant, the most senior Leasehold Mortgagee (or such other Leasehold Mortgagee, in order of lien priority, if the Leasehold Mortgagee having the most senior lien shall not request or shall not be permitted by law or its agreements with Tenant to do so) shall be permitted to receive insurance proceeds and/or condemnation awards otherwise payable to Tenant and shall be permitted (but shall not be obligated except as required by law or its agreements with Tenant or as provided in the next sentence) to restore the Premises. In addition, if such Leasehold Mortgagee (by reason of its acquiring Tenant’s leasehold estate) shall be obligated under this Lease to repair or restore the Premises, such obligation shall be limited to the amount of such proceeds or awards actually received by such Leasehold Mortgagee. (kq) Upon Xxxxxx’s request, and at no material cost to Landlord, Landlord shall execute such documents or instruments confirming Tenant’s right and authority to enter into a Leasehold Mortgage and/or granting a security interest in this Lease and confirming that Landlord will give such Leasehold Mortgagee notice and the right to cure any Default of Tenant as provided herein. In addition, Landlord, upon the request of Tenant or any Leasehold Mortgagee, shall receive all condemnation proceeds that are due to Tenant under execute such reasonable modifications or amendments of this Lease and/or applicable law.as shall be required by such Leasehold Mortgagee or by any person to which Tenant has made application for a Leasehold Mort

Leasehold Mortgage. Section 18.1. Notwithstanding any provisions of this Lease to the contrary: (ai) Provided Tenant notifies Landlord in writing at least thirty (30) days prior to closing on any proposed financing, Tenant may, from time to time, grant to any bank, savings and loan association, commercial credit company, nationally recognized investment company or other institutional, nonprofit, governmental, quasi-governmental or governmental sponsored entity lender providing financing or refinancing to Tenant with respect to the Premises a mortgage lien encumbering Tenant's leasehold interest, or any portion thereof, together with an assignment of leases and rents and a security interest in any personal property owned by Tenant, in order to secure the repayment of such financing, including interest thereon, and the performance of all of the terms, covenants and agreements on the Tenant's part to be performed or observed under all agreements executed in connection with such financing or refinancing (collectively, a "Leasehold Mortgage"; and each holder of a Leasehold Mortgage, a "Leasehold Lender"). No such Leasehold Mortgage, lien or security interest shall attach to Landlord's interest in this Lease or Landlord's interest in the Premises or to any personal property owned by Landlord. (ii) Tenant shall have give Landlord prompt notice of the unrestricted right at any time execution and from time to time without Landlord’s consent to mortgage the Property and the demised premisesrecording of each Leasehold Mortgage, including the Improvements, and its leasehold interest under this Lease (but not Landlord’s fee interest), subject however together with contact information for notices to the limitations hereinafter set forthLeasehold Lender (such notice and/or any notice given by Lender to Landlord of its contact information, collectively, the "Lender Notice"). Any such mortgage Tenant promptly shall be subject and subordinate to the rights furnish Landlord with a complete copy of Landlord hereunder. A mortgage of the Property and/or Tenant’s leasehold interest under this Lease is herein referred to as a “Leasehold Mortgage,” and the party holding the each Leasehold Mortgage (including all documents and instruments comprising the Leasehold Mortgage) and all amendments, extensions, modifications and consolidations thereof, certified as such by Tenant. (iii) After receipt of a Lender Notice, Landlord shall give such Leasehold Lender, in the manner provided by the notice provisions of this Lease, a copy of each notice of default given by Landlord to Tenant, at the same time that Landlord gives such notice of default to Tenant or promptly thereafter. The Leasehold Lender shall have the right, but shall not have any affiliate obligation (except as provided in subsection (iv), below), to cure such default or to cause such default to be cured, within the time periods set out in subsection (iv), below. (iv) Landlord shall not exercise its right to terminate this Lease following a default by Tenant if: (a) As to a monetary default, the Leasehold Lender cures such default on or before the date that is the later of (1) thirty (30) days after the date such partydefault is required to be cured by Tenant under the terms of this Lease and (2) thirty (30) days after the “date of Landlord's notice to the Leasehold Mortgagee.”Lender of Tenant's default; and (b) No Leasehold Mortgagee shall be entitled As 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 been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall 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 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 its agents) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (901) Landlord receives written notice from the Leasehold Lender (the "Lender Cure Notice"), within sixty (60) days within which either after Leasehold Lender is given Landlord's notice of Xxxxxx's default, that Leasehold Lender agrees to remedy the default, and (i2) Lender cures such default on or before the date that is the later of (A) sixty (60) days after the date such default is required to obtain possession be cured by Tenant under the terms of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or and (iiiB) to cure such default sixty (60) days after the date Leasehold Lender is given notice of Tenant's default, provided, however, that if any non-monetary default is not capable of being remedied by the Leasehold Mortgagee would not be required Lender within such time period, Leasehold Lender shall have such reasonable greater period of time as is necessary to cure any monetary such default related if Leasehold Lender shall: (I) commence to remedy the percentage rent provided in Exhibit Bdefault within such period and shall diligently continue to prosecute such cure to completion, as long as any default in payment or (II) if possession of the minimum rent leasehold interest in the Premises is required in order to cure such default, institutes judicial or non-judicial foreclosure proceedings within such sixty (60) day period and diligently prosecutes such proceedings in order to obtain possession directly or through a receiver, and, upon obtaining such possession, commences promptly to cure the default and diligently prosecutes the same to completion, provided that, during the period in Exhibit B which such action is cured). Such Leasehold Mortgageebeing taken and any foreclosure proceedings are pending, within ninety (90) days after obtaining possession or acquiring Tenant’s interest all of the other obligations of Tenant under this Lease, (to the “extent they are reasonably susceptible to being performed by Leasehold Mortgage Cure Period”)Lender, shall be required to cure all performed. (c) If a non-monetary defaults reasonably susceptible default is not capable of being cured by Leasehold Lender (for example the bankruptcy of Tenant) Landlord shall not terminate this Lease by reason of such incurable default if Leasehold MortgageeLender succeeds to the interest of Tenant hereunder within the applicable cure period provided herein and Leasehold Lender cures all other Events of Default in accordance with the remaining provisions of this subsection (iv). (v) Landlord shall have no liability for the failure to give any notice to a Leasehold Lender; provided, however, that: (A) such Leasehold Mortgagee Landlord agrees that it shall not be obligated exercise any right granted to continue it pursuant to Article 23 without providing such notice and the opportunity to cure provided herein. (vi) At any time after the delivery of the Lender Cure Notice, Leasehold Lender may notify Landlord, in writing, that it has relinquished possession of the Premises, or that it will not institute foreclosure proceedings, or, if such proceedings have been commenced, that it has discontinued or will discontinue such proceedings, and that it relinquishes all right to continue a New Lease (as defined in subsection (viii), below) (the "Abandonment Notice"). In such foreclosure proceedings after such defaults event, Leasehold Lender shall have been cured; no further obligation to cure Tenant's default(s). Landlord may, at any time after receipt of such Abandonment Notice or upon Leasehold Lender's failure to comply with the requirements set forth herein above, terminate this Lease in accordance with the terms thereof, without any obligation to give Leasehold Lender a New Lease or any further notice. (Bvii) nothing herein contained Subject to the preceding Sections, no Leasehold Lender shall preclude Landlordhave an obligation to cure any default of Tenant under the Lease, subject to or shall become liable under the provisions of this SectionLease, from exercising or any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure lease executed pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure PeriodArticle, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof unless and until such time as it becomes, and then only for as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4)remains, the phrase “non-monetary defaults” shall not apply to any failure of tenant under the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of leasehold estate created by this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e)Lease. (dviii) In the event of termination of If this Lease prior to the expiration of the term, by reason of any default or is terminated for any other reason includingreason, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code if this Lease is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above' rights, Landlord shall serve give prompt notice thereof to each of the then Leasehold Lenders whose contact information Landlord has received in a Lender Notice, in the manner provided by the notice provisions of this Lease. Landlord, upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of any such Leasehold Lender (or if more than one Leasehold Lender makes such request, the Leasehold Mortgagee Lender whose Leasehold Mortgage has the most senior lien), made any time within thirty (30) days after service the giving of such notice that the Lease has been terminatedby Xxxxxxxx, Landlord shall enter into promptly execute and deliver to such Leasehold Lender a new lease of the demised premises with Premises (the "New Lease"), naming such Leasehold MortgageeLender as the tenant under this Lease, for the remainder of the Term upon all of the terms, covenants, and conditions of this Lease, except for such provisions that must be modified to reflect such termination, rejection or disaffirmance and the passage of time, if such Leasehold Lender shall pay to Landlord, concurrently with the delivery of such New Lease, all unpaid Rent due under this Lease up to and including the date of the commencement of the term of such New Lease. Leasehold Lender or its designeedesignee shall execute and deliver to Landlord such New Lease within thirty (30) days after delivery of such New Lease by Landlord to Leasehold Lender. Upon execution and delivery of such New Lease, as set forth in clause (2) below. If the new lease is Leasehold Lender shall cure or cause to be cured all defaults existing under this Lease which are capable of being cured by such Leasehold Lender or its designee promptly and with an individual or entity other than diligence after the Leasehold Mortgagee, as a direct party, then delivery of such individual or entity, as designee New Lease including completion of the Development Project, and all provisions of the New Lease shall be binding on any Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e)Lender or assignee that acquires Tenant's interest hereunder. (2ix) Such new lease The New Lease and the leasehold estate thereby created shall, subject to the inclusion therein of all of the terms and conditions of this Lease, have the same priority as this Lease with respect to any mortgage, including any mortgage or other lien, charge or encumbrance on Landlord's fee estate in the Premises. (x) If a Leasehold Lender has timely requested a New Lease, Landlord shall be effective on not, except as permitted or contemplated by the terms of such subleases, between the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new New Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the such Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest Lender, terminate any sublease of the other hereunderPremises, this Lease shall remain outstanding and no merger disturb the occupancy, interest or quiet enjoyment of any subtenant of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwisePremises, or under accept any cancellation, termination or surrender of such sublease or enter into any lease of all or part of the Premises (other than a new lease with a subtenant of the Premises entitled to a new lease pursuant to subsection (d) abovethe terms of a non-disturbance agreement or similar agreement or except as permitted or contemplated by the terms of any lease with any subtenant), the same which consent of such Leasehold Lender shall not be deemed unreasonably withheld, conditioned or delayed. Upon the execution and delivery of a New Lease under this Article, all security deposits of subtenants of the Premises and all prepaid rent moneys of subtenants of the Premises that are in Landlord's possession shall be transferred to constitute an assignment the tenant under the New Lease, and all such leases that have been made by Landlord, shall be assigned and transferred, without recourse, by Landlord to the tenant named in such New Lease. (xi) If more than one Leasehold Lender has requested a New Lease, and the Leasehold Lender whose Leasehold Mortgage had the most senior lien does not execute a New Lease or transfer does not fully comply with the provisions of this Lease or Article regarding the delivery of such New Lease, Landlord shall continue to offer, seriatim in order of the leasehold estate thereby createdpriority of their respective Leasehold Mortgages, and such New Lease to the remaining requesting Leasehold Mortgagee may assign such interest under this Lease or in such new lease and Lenders, who shall thereupon be released have ten (10) days from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee receipt of such offer to execute such New Lease and to fully comply with the provisions regarding the delivery of such New Lease, until the earlier of (a) the execution and delivery of a New Lease and (b) the expiration of the offer period for the requesting Leasehold Mortgagee Lender whose lien is most junior. As long as any Leasehold Lender shall have expressly assumed the right to enter into a New Lease with Landlord pursuant to this Section, Landlord shall not, without the prior written consent of all Leasehold Lender(s) that continue to have potential succession rights to a New Lease, terminate any sublease of the Premises, disturb the possession, interest or quiet enjoyment of any subtenant of the Premises, or accept any cancellation, termination or surrender of any such sublease or enter into a lease of all or part of the Premises (except for a New Lease with a Leasehold Lender entitled to such New Lease or such a new lease with a subtenant of the Premises entitled to a new lease pursuant to the terms of a non-disturbance agreement or similar agreement). If no Leasehold Lender has the right to be offered a New Lease, Landlord shall be free of all obligations to the Leasehold Lenders and written evidence shall be free to lease all or any part of such assumption shall have been submitted to the Premises at Landlord's sole discretion. (hxii) Landlord acknowledges If one or more Leasehold Mortgages is in effect, then, without the prior written consent of every Leasehold Lender that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, has delivered the Lender Notice to Landlord: (a) this Lease shall not be deemed to be voluntarily terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of parties hereto (nor the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.Term reduced); and

Leasehold Mortgage. (a) Tenant shall have and every successor and assignee of Tenant is hereby given the unrestricted right at by Landlord, in addition to any time and from time to time other rights herein granted, without Landlord’s consent 's prior written consent, to mortgage the Property its interest in this Lease under a leasehold mortgage one or more times and the demised premises, including the Improvements, and its leasehold to assign Tenant's interest under this Lease (but not Landlord’s fee interest), subject however to as collateral security for such mortgage upon the limitations hereinafter set forth. Any condition that all rights acquired under such mortgage shall be subject to each and subordinate all of the covenants, conditions and restrictions set forth in this Lease, and to the rights all rights, interest and estate of Landlord hereunder. A mortgage herein, none of which covenants, conditions or restrictions are or shall be waived by Landlord by reason of the Property right so given to mortgage such interest, except as expressly provided herein. If Tenant and/or Tenant’s 's successors and assigns shall mortgage their leasehold interest under this Lease is herein referred to as (a “"Leasehold Mortgage,” ") and if the party holding the Leasehold Mortgage (including any affiliate holder(s) of such party) the “mortgage (a "Leasehold Mortgagee.” (b") No Leasehold Mortgagee shall be entitled send 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 been given written notice of specifying the name and address of the Leasehold Mortgagee together with mortgagee (any such lender that shall have given such notice only if such lender is not an affiliate of Tenant shall be deemed a true "Recognized Mortgagee" and correct copy of the Leasehold Mortgageany mortgage held by such Recognized Mortgagee, the note secured therebya "Recognized Mortgagee"), the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So Landlord agrees that so long as any such Leasehold Recognized Mortgage shall remain in effectunsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply:; (1) Landlord shall 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 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. (2a) In the event of a default by Tenant hereunder, any Leasehold Mortgagee (or Recognized Mortgage exercises its agents) shall, within the period allowed Tenant 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 execute on behalf of such Leasehold Mortgagee as if the same had been made by Tenant if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, its security interest in the event of a monetary defaultLease, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise Recognized Mortgagee shall acquire all Tenant’s interest 's rights under this Lease, or (iii) including options to cure such default (providedrenew, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee and shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed otherwise by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of this Lease from and after the effective date of such assignment while (or with respect to any period of time that) Recognized Mortgagee or its designee is in possession of the Demised Premises, Recognized Mortgagee shall cure any monetary and non-monetary defaults of Tenant which arise prior to the date of any assignment of this Lease to Recognized Mortgagee or its designee. In such case, if requested by Recognized Mortgagee, Landlord and Recognized Mortgagee shall cooperate in executing a new lease for the Premises in accordance with this Lease. On request by Recognized Mortgagee, Landlord shall deliver a Landlord's estoppel to Recognized Mortgagee confirming that the Lease to the same extent as Tenant named thereinis in full force and effect, and whether there are any outstanding defaults. (ib) Each Leasehold Mortgagee Except following an event of default, as set forth in Paragraph (d) below, there shall be given notice no cancellation, surrender or modification of any litigation, arbitration or other proceeding relating to this Lease by joint action of Landlord and any dispute between Tenant without the parties thereto and shall have prior consent in writing of the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Recognized Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.;

Leasehold Mortgage. (a) Notwithstanding anything to the contrary set forth herein, Tenant shall have the unrestricted right at any time and from time to time without Landlord’s consent to mortgage the Property and the demised premises, including the Improvements, and its leasehold interest under this Lease (but the "Leasehold") to a mortgage lender that is not Landlord’s fee interestaffiliated with Tenant (the "Leasehold Lender"), subject however to ; provided that: (i) either Tenant or the limitations hereinafter set forth. Any guarantor under the Guaranty Agreement is the debtor under the loan secured by such mortgage (the "Leasehold Loan"); and (ii) the loan documents evidencing and securing the Leasehold Loan provide that, if Landlord, at its option, either waives a Tenant Default (as defined in Section 19) or extends the cure period applicable to a Tenant Default, then the Leasehold Lender shall be subject and subordinate to not have the rights of Landlord hereunder. A mortgage right to: (i) take possession of the Property and/or Tenant’s leasehold interest under this Lease is herein referred to as a “Leased Premises; (ii) foreclose the mortgage securing the Leasehold Loan (the "Leasehold Mortgage,” and the party holding the Leasehold Mortgage "); or (including any affiliate of such partyiii) the “Leasehold Mortgagee.” (b) No Leasehold Mortgagee shall be entitled to enjoy the rights or benefits mentioned herein, nor shall the provisions accept an absolute assignment of this Lease pertaining or the Leasehold; on the basis of the Tenant Default, until all cure periods, including any extended cure periods, applicable to Leasehold Mortgages be binding upon Landlord, unless the Tenant Default have lapsed without the Tenant Default being cured. The consent by Landlord shall have been given written notice of the name and address of the not be required with respect to: (i) a Leasehold Mortgagee together with Loan or a true and correct copy of the Leasehold Mortgage, ; (ii) the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations foreclosure of a (i) Landlord shall provide to the Leasehold Mortgage, plus such portions Lender copies of any loan agreement and/or other written agreements between the Leasehold Mortgagee and all notices of Tenant which pertain Defaults provided to the direct use, maintenance, and/or operations of the PropertyTenant pursuant to this Lease; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1ii) Landlord shall serve accept a copy cure by either Tenant or the Leasehold Lender of any noticesuch Tenant Default at any time during the cure period, including a notice of defaultany extended cure period, required applicable to be served on the Tenant under this Lease upon such Leasehold Mortgagee at Default (the address provided in the notice referred to in subsection "Tenant Cure Period"); and (biii) 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 its agents) shall, within the period allowed Tenant 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 a cure by or on behalf of such Leasehold Mortgagee as if the same had been made by Tenant if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event Lender of a monetary default, any such Tenant Default at any time during a period of fifteen (15) ten days after written notice the Tenant Cure Period lapses; provided that, neither the Leasehold Lender nor its successor or assign shall have any obligation to cure such default, any Tenant Default unless the Leasehold Lender or in the case of a non-monetary default, a period of ninety (90) days within which either its successor or assign: (i) to obtain takes possession of the demised premises (including possession by a receiver) Leased Premises; or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants accepts an absolute assignment of this Lease as are reasonably susceptible of being complied with by such or the Leasehold. Upon a Leasehold Mortgagee (other than percentage rent provided in Exhibit BLender, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions or its successor or assign, accepting an absolute assignment of this subparagraph (c)(4) is not reasonably susceptible to cure within Lease or the Leasehold Mortgagee Cure PeriodLeasehold, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold MortgageLender, or the Tenant shall have sought its successor or been subjected assign, may require Landlord to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new replacement lease for the Leased Premises (the "Replacement Lease"). Upon execution of the demised premises with such Leasehold MortgageeReplacement Lease, or its designeeand the cure of all of all Outstanding Defaults, as set forth in clause (2) belowthis Lease shall terminate. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee The term of the Leasehold Mortgagee, Replacement Lease shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective commence on the date of termination of that this Lease terminates, and shall be continue for the remainder of the term of Lease Term. The Replacement Lease otherwise shall contain the same terms and conditions as this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but except for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named thereinthat no longer are applicable or that previously have been performed. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. This LEASE may be pledged as security via a Leasehold Mortgage for financing as described in the Ordinance, at Coquille Tribal Code § 420.100(5). 15.1 If LESSEE executes a Leasehold Mortgage using this LEASE as security for a loan, the Tribe shall have the option – but not the obligation – to assume the terms of the Loan if the LEASE is terminated or if the LESSEE is otherwise in default of the Loan. 15.2 In the event that the TRIBE terminates this LEASE while it has been pledged as security under a Leasehold Mortgage, and the TRIBE determines not to assume the terms of the financing, the TRIBE will make payments to Loan Program Lenders with security interests in the property in the following circumstances and only under the terms and conditions set out herein: (a) Tenant The TRIBE shall have pay to any Loan Program Lender, or permitted successor or assign of a Loan Program Lender, all then unpaid sums secured by a Leasehold Mortgage of Record encumbering such Leased Parcel. For purposes of this Section, such holder of a Leasehold Mortgage shall not be entitled to collect from the unrestricted right at TRIBE any time and from time to time without Landlord’s consent to mortgage the Property and the demised premisesextraordinary sum, including the Improvementsfee, and its leasehold interest under this Lease (but not Landlord’s fee interest), subject however to the limitations hereinafter set forth. Any such mortgage shall be subject and subordinate to the rights or penalty otherwise due by virtue of Landlord hereunder. A mortgage of the Property and/or Tenant’s leasehold interest under this Lease is herein referred to prepayment as a “condition to releasing the lien of such Leasehold Mortgage,” and the party holding the Leasehold Mortgage (including any affiliate of such party) the “Leasehold Mortgagee.” (b) No Leasehold Mortgagee shall be entitled If the value of any improvements made to enjoy the rights or benefits mentioned hereinLeased Parcel, nor shall including any Dwelling thereon located, exceeds the provisions sums due a Loan Program Lender pursuant to subsection (1) of this Lease pertaining to Leasehold Mortgages be binding upon LandlordSection, unless Landlord said value shall have been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations revert to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee TRIBE and Tenant which pertain shall not be paid to the direct use, maintenance, and/or operations of Lender or the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documentsLESSEE. (c) So long Any compensation as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall serve may be due directly to a copy of any notice, including a notice of default, required Loan Program Lender pursuant to be served on Tenant under this Lease upon such Leasehold Mortgagee at the address provided in the notice referred to in subsection (b) hereof, and no notice by Landlord to Tenant hereunder Section 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 its agents) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions right of this Section, from exercising any rights or remedies under this Lease with respect to any other default set off exercisable by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of TRIBE for sums due the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with TRIBE by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e)XXXXXX. (d) In Any claim for compensation pursuant to this Section of the event LEASE must be presented to the TRIBE within two years of the termination of this Lease prior to the expiration of the termLease, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 otherwise such claim is null and 16 herein or the default of Tenant void and the failure to cure such default may not be enforced by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof Tribal Court or any other rights, liens or encumbrances thereon. The provisions court of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoingcompetent jurisdiction. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. (a) Tenant Notwithstanding the provisions of Article 23 regarding Transfer of this Lease, but subject to the provisions of this Article 25, Lessee shall have the unrestricted right at any time and from time to time without Landlord’s consent to mortgage encumber the Property and the demised premises, including the Improvements, and its leasehold interest under this Lease entire (but not Landlord’s fee interest), subject however to less than the limitations hereinafter set forth. Any such mortgage shall be subject and subordinate to the rights of Landlord hereunder. A mortgage of the Property and/or Tenant’s entire) leasehold interest under estate created by this Lease is and Lessee’s interest in the Improvements by a mortgage, deed of trust or other security instrument (any such mortgage, deed of trust, or other security instrument that satisfies the requirements of this Article 25 being herein referred to as a “Leasehold Mortgage,” ”) to secure repayment of a loan (and associated obligations) made to Lessee by an Institutional Lender for the party holding purpose of financing the Leasehold Mortgage (including any affiliate of such party) 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 been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions construction of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall 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 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 its agents) shall, within the period allowed Tenant 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 Improvements made by Tenant if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraphLease or for the long-term financing of any such Improvements, such adjustment to provided that the loan secured by a Leasehold Mortgage shall be equal to payable over not more than the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution remaining portion of the new LeaseTerm, and shall be in an amount that, when aggregated with the outstanding amount of all other Leasehold Mortgages, does not exceed seventy percent (70%) of the then fair market value of Lessee’s leasehold interest in the Improvements. (3b) Any such new lease In no event shall maintain any interest of Lessor in the same priority as Premises, including without limitation, Lessor’s fee interest in the Premises or reversionary interest in the Improvements or interest under this Lease with regard Lease, be subject or subordinate to any Leasehold Mortgage affecting the Property lien or encumbrance of any part thereof mortgage, deed of trust or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoingsecurity instrument. (ec) Except For purposes of this Article 25, “Institutional Lender” shall mean a state or federally chartered savings bank, savings and loan association, credit union, commercial bank or trust company or a foreign banking institution (in each case whether acting individually or in a fiduciary or representative (such as otherwise provided hereinan agency) capacity); an insurance company organized and existing under the laws of the United States or any state thereof or a foreign insurance company (in each case whether acting individually or in a fiduciary or representative (such as an agency) capacity); an institutional investor such as a publicly held real estate investment trust, this Lease may not be modifiedan entity that qualifies as a “REMIC” under the Internal Revenue Code or other public or private investment entity (in each case whether acting as principal or agent) which at the date hereof or in the future is involved in the business of investing in real estate assets; a brokerage or investment banking organization (in each case whether acting individually or in a fiduciary or representative (such as an agency) capacity); an employees’ welfare, amendedbenefit, pension or retirement fund; an institutional leasing company; any governmental agency or entity insured by a governmental agency, or canceled by the mutual agreement any combination of Landlord and Tenant or surrendered without the express written consent Institutional Lenders; provided that each of the Leasehold Mortgagee. The provisions of this Section entities shall survive qualify as an Institutional Lender only if (at the expiration or earlier termination of this Lease. (ftime it becomes an Institutional Lender) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same it shall not be deemed to constitute an assignment or transfer Affiliate of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed from and after the date of such assignment; provided, however, that the assignee of such Leasehold Mortgagee shall have expressly assumed this Lease or such new lease and written evidence of such assumption shall have been submitted to LandlordLessee. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent of its interest as mortgagee, as its interest may appear, and not as a direct party to such litigation, arbitration or other proceeding. In any event, each Leasehold Mortgagee shall receive a copy of any award or decision made in such litigation, arbitration or other proceeding. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.

Leasehold Mortgage. Landlord agrees and consents that Tenant (aand Xxxxxx’s successors and assigns) may mortgage, encumber and hypothecate all right, title and interest of Tenant shall have in the unrestricted right at any time and from time to time without Landlord’s consent to mortgage the Property and the demised premises, including the Improvements, and its leasehold interest under estate created by this Lease (but not Landlord’s fee interestand assign any such interest in this Lease and the leasehold estate in the Property created hereby, as collateral security for such mortgage, encumbrance or hypothecation or assign its interest in the same in connection with an assignment and leaseback transaction) to any lender with net assets in excess of Five Hundred Million and No/100 Dollars ($500,000,000.00) (“Mortgagee”), subject however to which term means a commercial or savings bank, savings or building and loan association, life or casualty insurance company, public or private employee pension trust, investment bank, mortgage conduit lender, mortgage banker, opportunity fund (including loan service correspondent companies designated by any of the limitations foregoing institutions), or other institutional lender imposing a first and/or second lien on Tenant’s leasehold interest in the Property. Tenant shall give Landlord notice of any such mortgage, encumbrance or hypothecation (and/or assignment of its interest in the same), and shall accompany the notice with a true copy of the note and mortgage (and/or assignment, if applicable), together with the recording date and instrument number of the recorded mortgage (and/or assignment, if applicable), within ten (10) days after recordation thereof. 18.1.1 Except as hereinafter set forth. Any such mortgage otherwise expressly provided, said mortgage, encumbrance or hypothecation and all rights thereunder, shall be subject to each and subordinate every of the covenants, conditions and restrictions of this Lease, and the same shall be subject to the all rights and interests of Landlord hereunder. A Upon the request of Landlord, any Mortgagee shall expressly agree, in a writing satisfactory to Landlord, that upon foreclosure of or a trustee’s sale under a mortgage or deed of trust or a deed in lieu thereof, the purchaser at the foreclosure sale or the grantee of the Property and/or Tenant’s leasehold interest under this Lease is herein referred to deed lieu of foreclosure, as a “Leasehold Mortgage,” and the party holding the Leasehold Mortgage (including any affiliate of such party) the “Leasehold Mortgagee.” (b) No Leasehold Mortgagee case may be, shall be entitled bound by and subject to enjoy each and every of the rights or benefits mentioned hereincovenants, nor shall the provisions conditions and restrictions of this Lease pertaining to Leasehold Mortgages be binding upon Landlord, unless Landlord shall have been given written notice of the name and address of the Leasehold Mortgagee together with a true and correct copy of the Leasehold Mortgage, the note secured thereby, the security agreement related to any personal property located on first arising or associated with the Property, financing statements related to any personal property located on or associated with the Property, all as related to any obligations to the Leasehold Mortgage, plus such portions of any loan agreement and/or other written agreements between the Leasehold Mortgagee and Tenant which pertain to the direct use, maintenance, and/or operations of the Property; and, during the Term of the Lease, any modifications or amendments to any of the above referenced specific documents. (c) So long as such Leasehold Mortgage shall remain in effect, the following provisions shall apply: (1) Landlord shall 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 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 its agents) shall, within the period allowed Tenant 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 if such performance is made within the applicable cure period set forth herein. (3) For the purposes of this subsection, no event of default shall be deemed to exist for a non-monetary default which cannot be cured within the permitted cure period as long as 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. (4) Notwithstanding the foregoing, upon the occurrence of an event of default, Landlord shall take no action to terminate this Lease without first giving to the Leasehold Mortgagee written notice thereof and, in the event of a monetary default, a period of fifteen (15) days after written notice to cure such default, or in the case of a non-monetary default, a period of ninety (90) days within which either (i) to obtain possession of the demised premises (including possession by a receiver) or (ii) to institute, prosecute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease, or (iii) to cure such default (provided, however, that Leasehold Mortgagee would not be required to cure any monetary default related to the percentage rent provided in Exhibit B, as long as any default in payment of the minimum rent provided in Exhibit B is cured). Such Leasehold Mortgagee, within ninety (90) days after obtaining possession or acquiring Tenant’s interest under this Lease, (the “Leasehold Mortgage Cure Period”), shall be required to cure all non-monetary defaults reasonably susceptible of being cured by such Leasehold Mortgagee; provided, however, that: (A) such Leasehold Mortgagee shall not be obligated to continue such possession or to continue such foreclosure proceedings after such defaults shall have been cured; (B) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights or remedies under this Lease with respect to any other default by Tenant; (C) such Leasehold Mortgagee shall agree with Landlord in writing to comply during the period of such forbearance with such of the terms, conditions and covenants of this Lease as are reasonably susceptible of being complied with by such Leasehold Mortgagee (other than percentage rent provided in Exhibit B, as long as the minimum rent provided in Exhibit B is satisfactorily addressed in such agreement with Landlord); and (D) if a non-monetary default which the Leasehold Mortgagee is otherwise required to cure pursuant to the provisions of this subparagraph (c)(4) is not reasonably susceptible to cure within the Leasehold Mortgagee Cure Period, the Leasehold Mortgagee shall be deemed to be in compliance with the requirements hereof as long as it has commenced action to cure such default within the Leasehold Mortgagee Cure Period, and diligently pursues such cure to completion. For purposes of this Section 22(c)(4), the phrase “non-monetary defaults” shall not apply to any failure of the Tenant to have undertaken or completed contemplated constructions related to the Property; or any failure of the Tenant to rebuild any damaged or destroyed Improvements located on the Property. Also, for purposes of this Section 22(c)(4), in the event that the Tenant shall have obtained judicial delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, or the Tenant shall have sought or been subjected to any bankruptcy proceedings which include or result in the delay or restriction upon any actions of the Leasehold Mortgagee to enforce any and all obligations owing to Leasehold Mortgagee, including foreclosing on the Leasehold Mortgage, then during any period of such delay or restriction the periods of time referred to in the first two sentences of this Section 22(c)(4) shall be suspended and shall resume running upon the expiration of any applicable appeal period in relation to the court orders and/or expiration periods which are applicable, if such court orders or expiration dates would permit the Leasehold Mortgagee to proceed with curing any defaults or foreclosing on the Leasehold Mortgage. Such Leasehold Mortgagee may become the legal owner and holder of Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure; but no third party other than Leasehold Mortgagee shall be entitled to acquire Tenant’s interest under this Lease by foreclosure or assignment in lieu of foreclosure unless and until such proposed acquirer or assignee shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (d) In the event of termination of this Lease prior to the expiration of the term, by reason of any default or for any other reason including, without limitation any rejection or disaffirmance pursuant to the Bankruptcy Code or pursuant to any insolvency or other law affecting creditors’ rights but excluding any termination by reason of condemnation or casualty as provided in Sections 15 and 16 herein or the default of Tenant and the failure to cure such default by the Leasehold Mortgagee after having notice thereof as provided in subparagraph (c)(4) above, Landlord shall serve upon the Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Such Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: (1) Upon written request of the Leasehold Mortgagee within thirty (30) days after service of such notice that the Lease has been terminated, Landlord shall enter into a new lease of the demised premises with such Leasehold Mortgagee, or its designee, as set forth in clause (2) below. If the new lease is to be with an individual or entity other than the Leasehold Mortgagee, as a direct party, then such individual or entity, as designee of the Leasehold Mortgagee, shall have satisfied the requirements set forth in Section 16(a)(l)(b)-(e). (2) Such new lease shall be effective on the date of termination of this Lease and shall be for the remainder of the term of this Lease, at the rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new lease shall require the tenant thereunder to perform all unfulfilled obligations of Tenant under this Lease which are reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay the reasonable expenses (including but not limited to attorneys’ fees and costs) incurred by Landlord in connection with such defaults and termination, the recovery of possession of said demised premises and the preparation, execution and delivery of such new lease. Upon execution and delivery of such new lease, such tenant shall be entitled to an adjustment in the amount otherwise owed pursuant to the terms of this paragraph, such adjustment to be equal to the net income, if any, derived by Landlord from the demised premises during the period from the date of termination of this Lease to the date of execution of the new Lease. (3) Any such new lease shall maintain the same priority as this Lease with regard to any Leasehold Mortgage affecting the Property or any part thereof or any other rights, liens or encumbrances thereon. The provisions of the immediately preceding sentence shall be self-executing; provided, however, Landlord shall execute such reasonable documents as are necessary to effectuate the foregoing. (e) Except as otherwise provided herein, this Lease may not be modified, amended, or canceled by the mutual agreement of Landlord and Tenant or surrendered without the express written consent of the Leasehold Mortgagee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (f) If Landlord and Tenant shall acquire the interest of the other hereunder, this Lease shall remain outstanding and no merger of the leasehold into the fee interest shall be deemed to have occurred. (g) If any Leasehold Mortgagee shall acquire title to Tenant’s interest under this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to subsection (d) above, the same shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate thereby created, and such Leasehold Mortgagee may assign such interest under this Lease or in such new lease and shall thereupon be released from all liability for the performance or observance of the covenants and conditions in this Lease or in such new lease contained on Tenant’s or Tenant’s part to be performed and observed accruing from and after the date of such assignment; provided, however, that foreclosure sale or deed in lieu of foreclosure (as applicable) as to themselves and their respective successors and assigns. In the assignee event of such Leasehold Mortgagee shall have expressly assumed any conflict between the provisions of this Lease and the provisions of any mortgage, encumbrance or such new lease and written evidence hypothecation, the terms of such assumption shall have been submitted to Landlord. (h) Landlord acknowledges that as between Landlord and Leasehold Mortgagee, its nominee or a purchaser at a foreclosure or other sale, this Lease shall not be deemed to be terminated notwithstanding the rejection of the Lease by Tenant or its representative in any proceeding under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) prevail. 18.1.2 Mortgagee may transfer all or any other insolvency law, provided that Leasehold Mortgagee, its nominee or a purchaser at a foreclosure sale confirms in writing that it is bound by the terms and conditions of the Lease to the same extent as Tenant named therein. (i) Each Leasehold Mortgagee shall be given notice of any litigation, arbitration or other proceeding relating to this Lease and any dispute between the parties thereto and shall have the right to intervene in any such litigation, arbitration or other proceeding, but only to the extent part of its interest as mortgageein said mortgage to another person or entity, as and in addition, or in the alternative, may collaterally assign its interest may appearin Tenant’s leasehold interest in the Property and in said mortgage to another person or entity and such other person or entity shall be deemed a Mortgagee, and not as such person or entity shall be entitled to the benefits afforded to a direct party to such litigation, arbitration or other proceeding. In any eventMortgagee hereunder; provided however, each Leasehold such person or entity described in this paragraph shall meet the qualifications of a Mortgagee shall receive a copy set forth in the first paragraph of any award or decision made in such litigation, arbitration or other proceedingSection 18.1 above. (j) To the extent required by this Lease, any proceeds of fire or other casualty insurance policies that are payable to Tenant under this Lease shall be paid to Leasehold Mortgagee. (k) Leasehold Mortgagee shall receive all condemnation proceeds that are due to Tenant under this Lease and/or applicable law.