Common use of Lessor May Grant Liens Clause in Contracts

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, but subject to the terms and conditions set forth below in this SECTION 32.1, Lessor may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("ENCUMBRANCE") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and at all times shall be subject and subordinate to any Facility Mortgage such Encumbrance which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (10) days after the request by Lessor or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that such subordination this Lease shall be contingent on subject and subordinate to the lien of any such Facility Mortgagee entering into new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a subordination and commercially reasonable non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence specifying, among other things, that (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for a) so long as Lessee has not committed an Event of Default, in the same is event of any foreclosure, judicial sale or deed in full force lieu of foreclosure, Lessee's rights and effect). leasehold estate hereunder shall not be disturbed by the holder of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee shall execute promptly has not committed an Event of Default and no event has occurred which with the form passage of subordination and non-disturbance agreement typically required by any Facility Mortgagee withtime or the giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease with respect to the extent reasonably requested by Lessee, such changes as are commercially reasonable disposition of insurance payments and customary condemnation proceeds in the market for financing transactions involving leases event of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing any casualty or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageecondemnation.

Lessor May Grant Liens. Without the consent of Lessee, but subject to the terms and conditions set forth below in this Section 32.1, Lessor may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and at all times shall be subject and subordinate to any Facility Mortgage such Encumbrance which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (10) days after the request by Lessor or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that such subordination this Lease shall be contingent on subject and subordinate to the lien of any such Facility Mortgagee entering into new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a subordination and commercially reasonable non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence specifying, among other things, that (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for a) so long as Lessee has not committed an Event of Default, in the same is event of any foreclosure, judicial sale or deed in full force lieu of foreclosure, Lessee's rights and effect). leasehold estate hereunder shall not be disturbed by the holder of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee shall execute promptly has not committed an Event of Default and no event has occurred which with the form passage of subordination and non-disturbance agreement typically required by any Facility Mortgagee withtime or the giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease with respect to the extent reasonably requested by Lessee, such changes as are commercially reasonable disposition of insurance payments and customary condemnation proceeds in the market for financing transactions involving leases event of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing any casualty or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageecondemnation.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Paragraph 32.1, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee shall be bound by the terms and provisions of this lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the lien of a new mortgage on the Leased Property and/or and that in the event of any default or foreclosure under such Capital Additions or any part(s) or portion(s) thereof or interests therein mortgage, Lessee shall attorn to the new mortgagee, and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereofas otherwise requested by Lessor; provided, however provided that such subordination shall be contingent on any such Facility Mortgagee entering into the proposed mortgagee execute a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and agreeing, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successor and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXII.

Lessor May Grant Liens. Without the consent of LesseeTenant, ---------------------- Lessor may, subject to the terms and conditions set forth below in this Section 38.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement ("Encumbrance") upon ----------- any Leased Property or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Any such Encumbrance may provide that Tenant's right of first refusal to purchase the Leased Property and any Capital Additions shall not be applicable upon a foreclosure sale or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) transfer in lieu thereof; provided, however -------- however, that any such subordination purchaser or transferee shall take title subject to ------- Tenant's rights to acquire the applicable Leased Property. Any lender, which takes an interest in the applicable Leased Property pursuant to this Article XXXVIII, (a) shall agree to give Tenant the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) shall agree to permit Tenant to cure any such default on Lessor's behalf within any applicable cure period, and Tenant shall be contingent on reimbursed by Lessor for any and all out-of-pocket costs incurred to effect any such Facility Mortgagee entering into a subordination cure (including reasonable attorneys' fees), (c) shall agree to permit Tenant to appear by its representative and non-disturbance agreement to bid at any sale in foreclosure made with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything respect to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination mortgage and non-disturbance agreement for (d) shall agree not to disturb Tenant's possession so long as the same Tenant is not in full force and effect)default in performing its obligations hereunder. Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.ARTICLE XXXIX -------------

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extentLease. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.ARTICLE ------- 29

Lessor May Grant Liens. Without the consent of Lessee, but subject to the terms and conditions set forth below in this Paragraph 32.1, Lessor may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing or other-wise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and at all times shall be subject and subordinate to any Facility Mortgage such Encumbrance which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (10) days after the request by Lessor or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that such subordination this Lease shall be contingent on subject and subordinate to the lien of any such Facility Mortgagee entering into new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a subordination and commercially reasonable non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence specifying, among other things, that (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for a) so long as Lessee is not in default and no event has occurred which with the same passage of time or the giving of notice or both would constitute a default under this Lease, in the event of any foreclosure, judicial sale or deed in lieu of foreclosure, Lessee's rights and leasehold estate hereunder shall not be disturbed by the holder of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessor is not in full force default and effect). Lessee shall execute promptly no event has occurred which with the form passage of subordination and non-disturbance agreement typically required by any Facility Mortgagee withtime or the giving of notice or both would constitute a default under such Encumbrance, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease with respect to the extent reasonably requested by Lessee, such changes as are commercially reasonable disposition of insurance payments and customary condemnation proceeds in the market for financing transactions involving leases event of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing any casualty or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageecondemnation.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Paragraph 33.1, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the lien of a new mortgage on the Leased Property and/or Property, and that in the event of any default or foreclosure under such Capital Additions or any part(s) or portion(s) thereof or interests therein mortgage, Lessee shall attorn to the new mortgagee, and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however as otherwise requested by Lessor on the condition that such subordination shall be contingent on any such Facility Mortgagee entering into the mortgagee execute a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and agreeing, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successor and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXIII.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Paragraph 32.1, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the lien of a new mortgage on the Leased Property and/or Property, and that in the event of any default or foreclosure under such Capital Additions or any part(s) or portion(s) thereof or interests therein mortgage, Lessee shall attorn to the new mortgagee, and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however as otherwise requested by Lessor on the condition that such subordination shall be contingent on any such Facility Mortgagee entering into the mortgagee execute a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and agreeing, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successor and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXII.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Section 32.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title (“Encumbrance”) upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is to the lien of a new mortgage on the Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and at all times agreeing, on customary and commercially reasonable terms and conditions, for itself and its successors and assigns, to comply with the provisions of this Article XXXII. Lessee shall be subject and subordinate its interest to any Facility Mortgage which may now such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or hereafter affect the Leased Property and/or such Capital Additions customary and commercially reasonable terms and conditions upon a foreclosure sale or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) transfer in lieu thereof; provided, however however, that any such subordination purchaser or transferee shall take title subject to Lessee’s rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be contingent on reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys’ fees), (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provided that in the event of a foreclosure of all or any portion of the Leased Property by a Facility Mortgagee, that the Facility Mortgagee entering into a subordination shall be bound by the terms and non-disturbance agreement with provisions of this Lease (provided Lessee meeting is not then in default of its obligations hereunder). Without limiting the requirements set forth in generality of the immediately following sentence foregoing subparagraph (and, notwithstanding anything to the contrary contained hereind), the parties hereby agree that all rights acknowledge the existence of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee ofthe Washington State Housing Finance Commission Variable Rate Demand Multifamily Revenue Bonds dated December 1, 1995 (Washington Bonds), and all applicable terms contained inrelated agreements which are secured by the five (5) assisted living facilities located at the following addresses: 1000 X. 0xx Xxxxxx, Xxxxxxxxx, XX; 2000 X. 0xx Xxxxxx, Xxxxxxxxx, XX; 1000 Xxxxxxx Xxxxxx, Walla Walla, WA; 2000 XX Xxxx Xxxxxx, Xxxxx, XX; and 2000 XX 000xx Xxxxxx, Xxxxxxxxx, XX. Without in any such subordination and non-disturbance agreement for so long as the same is way diminishing Lessee’s responsibilities set forth elsewhere in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, this Lease with respect to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases removal of liens affecting any part of the type Leased Property, Lessor hereby represents and size being entered into between such Facility Mortgagee warrants to Lessee that other than the Washington Bonds and Lessor. Ifrelated security instruments, in connection with obtaining financing Lessor is not a party to any other voluntary monetary liens or refinancing for encumbrances affecting all or any portion of the Leased Property and/or Property, and has not received (at its offices in Malibu, California) written notice of the existence of any such Capital Additions, a Facility Mortgagee involuntary monetary liens or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageeencumbrances placed upon the Leased Property.

Lessor May Grant Liens. (a) Without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor’s interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee’s interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s(all of which are herein called the “Mortgage”), provided that (i) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other thanprior to the expiration or earlier termination of this Lease pursuant to its terms, and (ii) the foregoing subordination agreement shall only be effective in the event that the Holder of the Mortgage agrees not to disturb Lessee’s rights under this Lease. In confirmation of such subordination, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instruments which may be reasonably required to evidence subordination to any Mortgage and to the Holder thereof, subject to the terms and conditions of this Section 28.2 and in form and substance acceptable to Lessee, and the assignment of this Lease and Lessor’s rights and interests thereunder to such Holder. In the event of Lessee’s failure to deliver such instruments and if the Mortgage and such instruments do not change materially and adversely any term of this Lease, Lessor may, in each caseaddition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney in fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney in fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing, potential or future Holder (but in no event more than once every twelve months during the Term), (i) provide Lessor or such Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts, inspection reports, studies, appraisals, assessments, default or other notices and similar materials reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute and/or cause the Manager to execute, as applicable, such estoppel agreements and collateral assignments with respect to the Facility’s liquor license, the Management Agreement, any Franchise Agreement and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee’s obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a de minimis extentrelease or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor’s act or failure to act to any Holder of whom Lessee has been given written notice of such Holder’s status as a Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee’s rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than sixty (60) days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclose such Mortgage, and correct or cure such condition. FurtherIf such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that this Lease shall continue to be in full force and effect, the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall deliver by notice delivered in the manner provided in Article XXIX to any Holder who gives Lessee written notice of its status as a Holder, at such Holder’s address stated in the Holder’s written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and all notices regarding any default which Lessee may from time to time give or serve upon Lessor pursuant to the provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder as provided above. (e) At any time, and from time to time, upon not less than twenty (20) days’ notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in Section 22.1(c), and such other information as may be reasonably requested by such Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, and as generally described in Section 28.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the Leased Property (including, without limitation, in connection with Lessorthe transfer of any franchise, license, lease, permit, contract, agreement, or similar item to such Holder or such Holder’s efforts designee necessary or appropriate to encumber operate the Leased Property). Lessor and Lessee shall cooperate in (i) including in this Lease by suitable amendment from time to time any Facility provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with a Facility Mortgage and with Lessor’s negotiations with or at the request of any Holder which may be reasonably requested or required by such Holder in furtherance or confirmation of the provisions of this Article ; provided, however, that any such prospective Facility Mortgageeamendment or agreement shall not in any way affect the Term nor affect adversely in any material respect any rights of Lessor or Lessee under this Lease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased Property and any Capital Additions Addition thereto, or any part(s) or portion(s) portion thereof or interests interest therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage such encumbrance which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however however, that in confirmation of such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andsubordination, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's leasehold interest hereunder to any such encumbrance imposed after the form Commencement Date shall be conditioned upon the execution by the holder of subordination such encumbrance and delivery to Lessee of a non-disturbance and attornment agreement typically required by any Facility Mortgagee withwhich provides, to in substance, that so long as no Event of Default has occurred, the extent reasonably requested by holder of such encumbrance shall not disturb either Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases 's leasehold interest or possession of the type and size being entered into between such Facility Mortgagee and LessorLeased Property in accordance with the terms thereof or other rights under this Lease. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital AdditionsProperty, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any so long as such modifications shall do not increase Lessee’s 's monetary obligations hereunder or decrease adversely affect Lessee’s 's rights or non-monetary obligations under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. (a) Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Section 24.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage or any lien, encumbrance or title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Upon the request of Lessor or the holder of the Encumbrance (the "HOLDER") , Lessee shall subordinate this Lease to the lien of a new Mortgage on the Leased Property, on the condition that Lessor has obtained from the proposed mortgagee a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to Lessee and Holder (provided, however, if the loan to value ratio of the fairly allocated indebtedness secured by the Mortgage is 60% or less, then Lessor need only use reasonable good faith efforts to obtain such agreement). Any such subordination, non-disturbance and attornment agreement shall provide, among other things, that, provided no default has occurred and is then continuing under this Lease, Lessee (i) shall be entitled to receive all the Gross Revenues of the Hotel subject to the terms of this Lease, and (ii) shall not be disturbed in its possession of the Leased Property following a transfer by foreclosure or deed in lieu of foreclosure under such Mortgage if Lessee attorns to the transferee by foreclosure or deed in lieu of foreclosure. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements with respect to the Hotel's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than thirty (30) days nor more than sixty (60) days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclose such Mortgage, commences foreclosure actions within said sixty (60) days, unconditionally commits to correct or cure such condition and diligently pursues such cure to completion. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition, provided, however, that the Lease shall continue to be in full force and effect if Lessee is not constructively evicted from the Leased Property and is not otherwise prevented from operating the Hotel as a result thereof. (d) Lessee shall deliver to any Capital Additions Holder who gives Lessee written notice of its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any part(s) and all Notices regarding any default which Lessee may from time to time give or portion(s) thereof or interests thereinserve upon Lessor pursuant to the provisions of this Lease. This Lease is and at all times Copies of such Notices given by Lessee to Lessor shall be subject delivered to such Holder simultaneously with delivery to Lessor. No such Notice by Lessee to Lessor hereunder shall be deemed to have been given unless and subordinate until a copy thereof has been mailed to such Holder. (e) Lessee shall cooperate in all reasonable respects, and as generally described in Section 2.6 of this Lease, with any Facility Mortgage which may now or hereafter affect transfer of the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however a Holder that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting succeeds to the requirements set forth interest of Lessor in the immediately following sentence Leased Property (andincluding, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. Ifwithout limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. (a) Without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided -------- that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, however, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and deliver any instruments which may be required to evidence subordination to any Mortgage and to the Holder thereof and the assignment of this Lease and Lessor's rights and interests thereunder to such Holder. In the event of Lessee's failure to deliver such instruments and if the Mortgage and such instruments do not change materially and adversely any term of this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in- fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney- in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing, potential or future Holder, (i) provide Lessor or such Holder with copies of all applicable terms contained inlicenses, permits, occupancy agreements, operating agreements, leases, contracts, inspection reports, studies, appraisals, assessments, default or other notices and similar materials reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute and/or cause the Manager to execute, as applicable, such estoppel agreements and collateral assignments with respect to the Facility's liquor license, the Management Agreement and any of the other aforementioned agreements as Holder may reasonably request in connection with any such subordination financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to any Holder of whom Lessee has been given written notice of such Holder's status as a Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and non-disturbance agreement (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than sixty (60) days), which shall include a reasonable time for so long as such Holder to obtain possession of the same Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that this Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article XXX to any Holder who gives Lessee written notice of subordination its ----------- status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder as provided above. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in Section 22.1(c), and such other information as may be reasonably requested by Lessee--------------- such Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 42.2 of this Lease, with any transfer of the ------------ Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any management, franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Paragraph 32.1 and the Ground Lease, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the lien of a new mortgage on the Leased Property and/or Property, and that in the event of any default or foreclosure under such Capital Additions or any part(s) or portion(s) thereof or interests therein mortgage, Lessee shall attorn to the new mortgagee, and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however as otherwise requested by Lessor on the condition that such subordination shall be contingent on any such Facility Mortgagee entering into the mortgagee execute a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing ths Lease and agreeing, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successor and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXII.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Paragraph 32.1, from time to time-to- time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance shall contain the right to prepay (whether or not subject to a prepayment penalty) and shall provide that it is subject to the rights of Lessee under this Lease, provided that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage; (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or shall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including, without limitation, out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees); (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to, and/or any sale by virtue of the exercise of the power of sale contained in, any such mortgage, and (d) provide that in the event of foreclosure or other possession of the Leased Property by the Mortgagee, that the Mortgagee (or other purchaser) shall be bound by the terms and provisions of this Lease. Upon the reasonable request of Lessor, Lessee shall execute an agreement to the effect that this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the lien of a new mortgage on the Leased Property and/or Property, and that in the event of any default or foreclosure under such Capital Additions or any part(s) or portion(s) thereof or interests therein mortgage, Lessee shall attorn to the new mortgagee, and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however as otherwise requested by Lessor on the condition that such subordination shall be contingent on any such Facility Mortgagee entering into the mortgagee execute a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and agreeing, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successor and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXII.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein 69 76 called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than sixty (60) days), which shall include a reasonable time 70 77 for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to such financing time any provision which may be requested by any proposed Holder, or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each casemay otherwise be reasonably necessary, to a de minimis extent. Further, Lessee shall implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably cooperate with Lessor requested or required by such Holder in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.furtherance or confirmation of the provisions of this Article; provided,

Lessor May Grant Liens. Without the consent of Lessee, but subject to the terms and conditions set forth below in this Section 32.1, Lessor may, from time to time-to-time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("Encumbrance") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing or otherwise. This Provided that Lessee receives the non-disturbance agreement described below, this Lease is and at all times shall be subject and subordinate to any Facility Mortgage such Encumbrance which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instruments of subordination shall be required; provided, however that, at any time from time to time, within ten (10) days after the request by Lessor or any holder of any Encumbrance, Lessee shall execute an agreement to the effect that such subordination this Lease shall be contingent on subject and subordinate to the lien of any such Facility Mortgagee entering into new Encumbrance on the Leased Property, and that in the event of any default or foreclosure under such Encumbrance, Lessee shall attorn to the holder of such lien, and as otherwise requested by Lessor; provided further, however, that the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect or hereafter imposed by Lessor shall be conditioned upon the execution by the holder of such Encumbrance and delivery to Lessee of a subordination and commercially reasonable non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence specifying, among other things, that (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for a) so long as Lessee has not committed an Event of Default, in the same is event of any foreclosure, judicial sale or deed in full force lieu of foreclosure, Lessee's rights and effect). leasehold estate hereunder shall not be disturbed by the holder of such Encumbrance, its successors or assigns or any successful bidder; and (b) notwithstanding such subordination, so long as Lessee shall execute promptly has not committed an Event of Default and no event has occurred which with the form passage of subordination and non-disturbance agreement typically required by any Facility Mortgagee withtime or the giving of notice or both would constitute an Event of Default under this Lease, the holder of such Encumbrance will recognize the rights of the parties under the terms of this Lease with respect to the extent reasonably requested by Lessee, such changes as are commercially reasonable disposition of insurance payments and customary condemnation proceeds in the market for financing transactions involving leases event of the type and size being entered into between such Facility Mortgagee and Lessorany casualty or condemnation. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee-39- 32.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage ground or underlying leases, mortgages, deeds of trust or like encumbrances (collectively, "Priority Encumbrances"), which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof of any such lease, mortgage, deed of trust or any part(s) or portion(s) thereoflike encumbrance; provided, however however, that such the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Priority Encumbrance shall be contingent on conditioned upon the execution by the holder of each Priority Encumbrance and delivery to Lessee of a non- disturbance and attornment agreement which provides that so long as no default has occurred and is continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, the holder of such Priority Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof, or any of its rights, privileges and options, (ii) shall permit application of all proceeds of insurance and all Awards and payments in connection with the taking of all or any portion of the Leased Property in accordance with the provisions of Articles XIV and XV of this Lease, (iii) waives all Priority Encumbrance rights or interests in any of Lessee's Personal Property, and (iv) shall execute a release of such Facility Mortgagee entering into rights, privileges, options and all liens and claims that the holder of such Priority Encumbrance may have in the Leased Property upon payment of the purchase price therefor in the event Lessee exercises any of its options or rights to purchase the Leased Property provided in this Lease. In connection with the foregoing and at the request of Lessor, Lessee shall promptly execute a subordination and reasonable subordination, non-disturbance and attornment agreement with Lessee meeting which will incorporate the requirements terms set forth in the immediately following sentence (andpreceding sentence. Except for the documents described in the preceding sentences, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein this clause shall be subject to receipt self-operative and no further instrument of subordination shall be required by Lessee ofany ground or underlying lessor or by any mortgagee or beneficiary, and all applicable terms contained inaffecting any lease or the Leased Property. In confirmation of such subordination, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, certificate that Lessor may request for such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageepurposes.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, ---------------------- from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement ("Encumbrance") upon any Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Lessor shall use its good faith efforts in negotiating with the proposed holder of any such Encumbrance to cause (but Lessor shall have no obligation to Lessee to so cause) the documentation relating thereto to (a) contain the right to prepay (whether or not subject to a prepayment penalty); and (b) contain the agreement by the holder of the Encumbrance that it will (1) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (2) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and (3) permit Lessee to appear by its representative and to bid at any sale in foreclosure made with respect to any such Encumbrance. For purposes of any assignment of rents or other pledge or grant of a security interest in the rents or income from one or more, but less than all Individual Leased Properties, the Percentage Rent attributable to any Individual Leased Property for this purpose shall mean the difference between (i) Percentage Rent for any period determined as provided in Section 3.1(2) hereof with respect to all Leased Properties and Rooms covered hereby, and (ii) Percentage Rent determined as provided in Section 3.1(2) hereof using all of the Leased Property Properties and any Capital Additions the Rooms thereof except for the Individual Leased Properties and Rooms attributable thereto which are the subject of such assignment, pledge or any part(s) or portion(s) thereof or interests thereingrant. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent lien of a new mortgage on any such Facility Mortgagee entering into Individual Leased Property, on the condition that the proposed mortgagee executes a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and Lessee's rights hereunder, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and which non-disturbance agreement for so long shall be in such form and substance as are reasonably acceptable to such mortgagee. Lessee agrees to attorn to and recognize the holder of any such Encumbrance or other purchaser at foreclosure as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights successor landlord under this Lease other than, in each case, with respect to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeIndividual Leased Property so foreclosed.

Lessor May Grant Liens. Without the consent of Lessee, Lessor ---------------------- may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, a "Fee Encumbrance") upon the Leased Property of any Facility and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage such Fee Encumbrance which may now or hereafter affect the Leased Property of any Facility and/or any such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however however, that such the subjection and subordination of this Lease and Lessee's leasehold interest hereunder to any Fee Encumbrance shall be contingent on any conditioned upon the execution by the holder of such Facility Mortgagee entering into Fee Encumbrance and delivery to Lessee of a subordination and non-disturbance and attornment agreement which provides that so long as no Event of Default has occurred and is continuing, the holder of such Fee Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property of such Facility in accordance with the terms hereof, or any of Lessee's rights, privileges and options hereunder, (ii) shall permit application of all proceeds of insurance and all Awards and payments in connection with a Condemnation for all or any part of the Leased Property of such Facility, adjustment of losses and determination of loss payee in accordance with the provisions of Articles XIV and XV of this Lease and (iii) waives all rights or interests under any such Fee Encumbrance document in and to any of Lessee's Personal Property. In connection with the foregoing and at the request of Lessor, Lessee meeting shall promptly execute a reasonable subordination, non-disturbance and attornment agreement which will incorporate the requirements terms set forth in the immediately following sentence (andpreceding sentence. Except for the documents described in the preceding sentences, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein this clause shall be subject to receipt by Lessee ofself-operative and no further instrument of subordination shall be required; provided, and all applicable terms contained inhowever, any that in confirmation of such subordination and non-disturbance agreement for so long as the same is in full force and effect). subordination, Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withcertificate or document that Lessor or any ground or underlying lessor, to the extent reasonably requested by Lessee, mortgagee or beneficiary may request for such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessorpurposes. If, in connection with obtaining financing or refinancing for the Leased Property of any Facility and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, provided however, that in no event shall any such modifications shall not increase Lessee’s 's monetary obligations hereunder or decrease any of Lessee’s 's rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee nor shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageemodifications impose escrow obligations on Lessee for Impositions or insurance premiums.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Section 37.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement (“Encumbrance”) upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Any such Encumbrance, other than one the proceeds of which are used to finance construction of a Capital Addition pursuant to the provisions of this Master Lease Document (as to which the following restrictions shall not apply), shall (a) contain the right to prepay (whether or not subject to a prepayment penalty); (b) provide that it is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the rights of Lessee under this Master Lease Document , including the rights of Lessee to acquire the Leased Property and/or pursuant to the applicable provisions of this Master Lease Document , except that Lessee’s right of first refusal to purchase the Leased Property shall not be applicable upon a foreclosure sale or transfer in lieu thereof provided, however, that any such Capital Additions purchaser on foreclosure or transferee in lieu thereof takes title subject to Lessee’s rights to acquire the Leased Property pursuant to Article XXXVI; (c) contain the Agreement by the holder of the Encumbrance that it will (i) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any part(ssale in foreclosure under such Encumbrance, (ii) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be reimbursed by Lessor or portion(sshall be entitled to offset against Minimum Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure {including reasonable attorneys’ fees), and (iii) thereof or interests therein permit Lessee to appear by its representative and to all renewalsbid at any sale in foreclosure made with respect to any - 76 - such Encumbrance. Upon the reasonable request of Lessor, modificationsLessee shall subordinate this Master Lease Document to the lien of a new mortgage on the Leased Property, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however on the condition that such subordination shall be contingent on any such Facility Mortgagee entering into the proposed mortgagee executes a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Master Lease Document , notwithstanding anything to the contrary contained hereinincluding all other options, the parties hereby agree that all preemptive, substitution and other rights of any Facility Mortgagee provided Lessee under this Master Lease Document and agreeing, for or reserved herein shall be subject to receipt by Lessee of, itself and all applicable terms contained in, any such subordination its successors and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee withassigns, to comply with the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases provisions of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeArticle XXXVII.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof (all of which are herein called the "Mortgage"), provided that the Mortgage and all security agreements delivered by Lessor in connection therewith shall be subject to Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or any part(s) or portion(s) thereofthe date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder; provided, however however, that such subordination upon any -------- ------- termination of this Lease by the Holder of the Mortgage, the Lessor shall be contingent on obligated to pay the Termination Fee and the Management Termination Fee (both as defined in Article 36 hereof). In confirmation of such subordination, Lessee shall, at Lessor's request, promptly execute, acknowledge and deliver any such Facility Mortgagee entering into a instrument which may be required to evidence subordination to any Mortgage and non-disturbance agreement with Lessee meeting attornment to the requirements set forth in the immediately following sentence (and, notwithstanding Holder thereof and its successors and assigns. Notwithstanding anything to the contrary herein contained, Lessee is hereby granted the right to terminate this Lease upon Holder's or any third party acquiring title to the Leased Property subsequent to Lessor's default under the Mortgage, with no penalty to Lessee. The Lessee shall comply with any material covenants with respect to the Lessee contained hereinin any such instrument of subordination. (b) Lessee shall, upon the parties hereby agree request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that all no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) Lessee shall deliver by notice delivered in the manner provided in Article 30 to any Facility Mortgagee provided for Holder who gives Lessee written notice of its status as a Holder, at such Holder's address stated in the Holder's written notice or reserved herein at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and all notices regarding any default which Lessee may from time to time give or serve upon Lessor pursuant to the provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be subject delivered to receipt such Holder simultaneously with delivery to Lessor. No such notice by Lessee ofto Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (d) At any time, and all applicable terms contained infrom time to time, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, deliver to such Holder an estoppel certificate certifying as to the extent information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (e) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations -------- ------- in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Section 32.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title (“Encumbrance”) upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is to the lien of a new mortgage on the Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and at all times agreeing, on customary and commercially reasonable terms and conditions, for itself and its successors and assigns, to comply with the provisions of this Article XXXII. Lessee shall be subject and subordinate its interest to any Facility Mortgage which may now such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or hereafter affect the Leased Property and/or such Capital Additions customary and commercially reasonable terms and conditions upon a foreclosure sale or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) transfer in lieu thereof; provided, however however, that any such subordination purchaser or transferee shall take title subject to Lessee’s rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor’s behalf within any applicable cure period, and Lessee shall be contingent on reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such Facility Mortgagee entering into a subordination cure (including reasonable attorneys’ fees), (c) permit Lessee to appear and non-disturbance agreement to bid at any sale in foreclosure made with Lessee meeting the requirements set forth respect to any such mortgage, and (d) provided that in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that event of a foreclosure of all rights or any portion of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, by a Facility Mortgagee or prospective Mortgagee, that the Facility Mortgagee shall request reasonable modifications to be bound by the terms and provisions of this Lease as a condition to such financing or refinancing, (provided Lessee shall is not withhold or delay then in default of its consent thereto, provided that obligations hereunder). Without in any such modifications shall not increase way diminishing Lessee’s obligations or decrease Lessee’s rights under responsibilities set forth elsewhere in this Lease with respect to the removal of liens affecting any part of the Leased Property, Lessor hereby represents and warrants to Lessee that Lessor is not a party to any other thanvoluntary monetary liens or encumbrances affecting all or any portion of the Leased Property, and has not received (at its offices in each caseMalibu, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber California) written notice of the existence of any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageeinvoluntary monetary liens or encumbrances placed upon the Leased Property.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an “encumbrance”) upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage such encumbrance which may now or hereafter affect the Leased Property and/or any such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however however, that in confirmation of such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andsubordination, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Xxxxxx’s leasehold interest hereunder to any such encumbrance imposed after the form Effective Date shall be conditioned upon the execution by the holder of subordination such encumbrance and delivery to Lessee of a non-disturbance and attornment agreement typically required by any Facility Mortgagee within form reasonably satisfactory to Lessor, Lessee and such holder of such encumbrance and which provides, in substance, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Xxxxxx’s leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute and deliver to the extent reasonably Lessor and such holder of such encumbrance such non-disturbance and attornment agreement if requested by Lessee, Lessor and/or such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessorholder. If, in connection with obtaining new financing or refinancing for the Leased Property and/or in connection with any such Capital Additionsrefinance of an existing encumbrance, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, provided that any such modifications however, Lessee shall not be required to consent to any modifications which increase Lessee’s obligations the Minimum Rent, Additional Rent or decrease Lessee’s rights under this Lease other thanAdditional Charges due hereunder, reduce the Term or which otherwise, in each casethe reasonable, good faith judgment of Xxxxxx, would reasonably be expected to a de minimis extentmaterially and adversely affect the other rights or obligations of Lessee hereunder. Further, Lessee shall reasonably cooperate with Lessor in connection with LessorXxxxxx’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this SECTION 32.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance or any other change of title ("ENCUMBRANCE") upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is to the lien of a new mortgage on the Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and at all times agreeing, on customary and commercially reasonable terms and conditions, for itself and its successors and assigns, to comply with the provisions of this ARTICLE XXXII. Lessee shall be subject and subordinate its interest to any Facility Mortgage which may now such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or hereafter affect the Leased Property and/or such Capital Additions customary and commercially reasonable terms and conditions upon a foreclosure sale or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) transfer in lieu thereof; provided, however however, that any such subordination purchaser or transferee shall take title subject to Lessee's rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such mortgage or any sale in foreclosure under such mortgage, (b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and Lessee shall be contingent on reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in effecting such cure, including without limitation out-of-pocket costs incurred to effect any such cure (including reasonable attorneys' fees), (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage, and (d) provided that in the event of a foreclosure of all or any portion of the Leased Property by a Facility Mortgagee, that the Facility Mortgagee entering into a subordination shall be bound by the terms and non-disturbance agreement with provisions of this Lease (provided Lessee meeting is not then in default of its obligations hereunder). Without limiting the requirements set forth in generality of the immediately following sentence foregoing subparagraph (and, notwithstanding anything to the contrary contained hereind), the parties hereby agree acknowledge the existence of that all rights of any Facility Mortgagee provided certain Revolving Credit Agreement dated October 31, 2000 ("CREDIT AGREEMENT") by and between Lessor, as borrower, and Sanwa Bank California ("SANWA"), as administrative agent for or reserved herein the lenders party to such agreement ("LENDERS"). It shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancingthe effectiveness of this Lease that, prior to the Commencement Date, Lessee shall not withhold receive a fully executed and notarized Subordination, Non-Disturbance and Attornment Agreement (or delay its consent thereto, provided that equivalent) in recordable form and otherwise in form and substance reasonably acceptable to Lessee. Without in any such modifications shall not increase way diminishing Lessee’s obligations or decrease Lessee’s rights under 's responsibilities set forth elsewhere in this Lease with respect to the removal of liens affecting any part of the Leased Property, Lessor hereby represents and warrants to Lessee that other thanthan the Credit Agreement and related security instruments, Lessor is not a party to any other voluntary monetary liens or encumbrances affecting all or any portion of the Leased Property, and has not received (at its offices in each caseOxnard, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber California) written notice of the existence of any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageeinvoluntary monetary liens or encumbrances placed upon the Leased Property.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof part(s)or portion(s)thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof part(s)or portion(s)thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereofpart(s)or portion(s)thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth above in Section 24.1 and in this Section 33.1 below, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien or encumbrance (including a Property Mortgage) or any other change of title (“Encumbrance”) upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is to the lien of a new mortgage on the Leased Property, on the condition that the proposed mortgagee executes a non-disturbance agreement recognizing this Lease and at all times agreeing, on customary and commercially reasonable terms and conditions, for itself and its successors and assigns, to comply with the provisions of this Article XXXII. Lessee shall be subject and subordinate its interest to any Facility Mortgage which may now such Encumbrance, provided, however, that such future Encumbrance shall provide that it is subject to the rights of Lessee under this Lease and that it will enter into a nondisturbance agreement or hereafter affect the Leased Property and/or such Capital Additions customary and commercially reasonable terms and conditions upon a foreclosure sale or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) transfer in lieu thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andhowever, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications purchaser or transferee shall not increase take title subject to Lessee’s obligations 's rights hereunder, and provided further that any holder of an Encumbrance shall (a) give Lessee the same notice, if any, given to Lessor of any default or decrease Lessee’s rights acceleration of any obligation underlying any such mortgage or any sale in foreclosure under this Lease other thansuch mortgage, in each case(b) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, to a de minimis extent. Further, and Lessee shall reasonably cooperate with be reimbursed by Lessor or shall be entitled to offset against Rent payments next accruing or coming due for any and all costs incurred in connection with Lessor’s efforts effecting such cure, including without limitation out-of-pocket costs incurred to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with effect any such prospective Facility Mortgageecure (including reasonable attorneys' fees), and (c) permit Lessee to appear and to bid at any sale in foreclosure made with respect to any such mortgage.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extentLease. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.ARTICLE ------- 29

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage such encumbrance which may now or hereafter affect the Leased Property and/or any such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however however, that in confirmation of such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andsubordination, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's leasehold interest hereunder to any such encumbrance imposed after the form Restatement Date shall be conditioned upon the execution by the holder of subordination such encumbrance and delivery to Lessee of a non-disturbance and attornment agreement typically required by any Facility Mortgagee within form reasonably satisfactory to Lessor, Lessee and such holder of such encumbrance and which provides, in substance, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute and deliver to the extent reasonably Lessor and such holder of such encumbrance such non- disturbance and attornment agreement if requested by Lessee, Lessor and/or such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessorholder. If, in connection with obtaining financing or refinancing for the Leased Property of any Facility and/or any such Capital AdditionsAdditions thereto, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement ("Encumbrance") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Any such Encumbrance shall not be for an amount greater than the higher of the Minimum Repurchase Price or the Fair Market Value of the Leased Property and any at the time the Encumbrance is created. Any such Encumbrance, other than one the proceeds of which are used to finance construction of Capital Additions (as to which the following restrictions shall not apply) shall contain the right to prepay (whether or any part(s) or portion(s) thereof or interests thereinnot subject to prepayment penalty). This Lease is and at all times shall be subject and subordinate to any Facility Mortgage ground or underlying leases, mortgages, trust deeds or like encumbrances, which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof of any such lease, mortgage, trust deed or like encumbrance. This clause shall be self-operative and no further instrument of subordination shall be required by any part(s) ground or portion(s) thereofunderlying lessor or by any mortgagee or beneficiary, affecting any lease or the Leased Property. In confirmation of such subordination, Lessee shall execute promptly any certificate that Lessor may request for such purposes; provided, however that such subordination shall be contingent on any conditioned upon the holder of such Facility Mortgagee entering into interest executing and delivering to Lessee an agreement in a subordination and non-disturbance form acceptable to such interest holder which agreement with Lessee meeting shall provide that such interest holder will recognize Lessee's right to possession of the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for Leased Property under this Lease so long as Lessee is not in default under the same is in full force and effect). Lessee shall execute promptly the form terms of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an "encumbrance") upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage such encumbrance which may now or hereafter affect the Leased Property and/or any such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however however, that in confirmation of such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andsubordination, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lessee's leasehold interest hereunder to any such encumbrance imposed after the form date hereof shall be conditioned upon the execution by the holder of subordination such encumbrance and delivery to Lessee of a non-disturbance and attornment agreement typically required by any Facility Mortgagee within form reasonably satisfactory to Lessor, to the extent reasonably requested by Lessee, Lessee and such changes as are commercially reasonable holder of such encumbrance and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. Ifwhich provides, in connection with obtaining financing substance, in addition to such other reasonable matters, that so long as no Event of Default has occurred, the holder of such encumbrance shall not disturb either Lessee's leasehold interest or refinancing for possession of the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, in accordance with the terms hereof. Lessee shall not withhold or delay its consent thereto, provided that any also promptly execute and deliver to Lessor and such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with holder of such encumbrance such non-disturbance and attornment agreement if requested by Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any and/or such prospective Facility Mortgageeholder.

Lessor May Grant Liens. (a) Without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all -------- security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, however, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and deliver any instruments which may be required to evidence subordination to any Mortgage and to the Holder thereof and the assignment of this Lease and Lessor's rights and interests thereunder to such Holder. In the event of Lessee's failure to deliver such instruments and if the Mortgage and such instruments do not change materially and adversely any term of this Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing, potential or future Holder, (i) provide Lessor or such Holder with copies of all applicable terms contained inlicenses, permits, occupancy agreements, operating agreements, leases, contracts, inspection reports, studies, appraisals, assessments, default or other notices and similar materials reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute and/or cause the Manager to execute, as applicable, such estoppel agreements and collateral assignments with respect to the Facility's liquor license, the Management Agreement and any of the other aforementioned agreements as Holder may reasonably request in connection with any such subordination financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to any Holder of whom Lessee has been given written notice of such Holder's status as a Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and non-disturbance agreement (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than sixty (60) days), which shall include a reasonable time for so long as such Holder to obtain possession of the same Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that this Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article XXX to any Holder who gives Lessee written notice of subordination its ----------- status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder as provided above. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in Section ------- 22.1(c), and such other information as may be reasonably requested by Lesseesuch ------- Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 42.2 of this Lease, with any transfer of the ------------ Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any management, franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such any Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however however, that in confirmation of such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andsubordination, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly any certificate or document that Lessor or any Facility Mortgagee may request for such purposes; provided further, however, that any such subjection and subordination of this Lease or Lxxxxx’s leasehold interest hereunder to any Facility Mortgage imposed after the form Effective Date shall be conditioned upon the execution Facility Mortgagee and delivery to Lessee of subordination and a non-disturbance and attornment agreement typically required by any Facility Mortgagee within form reasonably satisfactory to Lessor, to the extent reasonably requested by Lessee, such changes as are commercially reasonable Lessee and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessorwhich provides, in substance, that so long as no Event of Default has occurred, such Facility Mortgagee shall not disturb either Lessee’s leasehold interest or possession of the Leased Property in accordance with the terms hereof. Lessee shall also promptly execute and deliver to Lessor and such Facility Mortgagee such non-disturbance and attornment agreement if requested by Lessor and/or such Facility Mortgagee. If, in connection with obtaining new financing or refinancing for the Leased Property and/or in connection with any such Capital Additionsrefinance of an existing Facility Mortgage, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto; provided, provided however, that any such modifications Lessee shall not be required to enter into to any modifications which increase Lessee’s obligations the Minimum Rent, Additional Rent or decrease Lessee’s rights under this Lease other thanAdditional Charges due hereunder, reduce the Term or which otherwise, in each casethe reasonable, good faith judgment of Lxxxxx, would reasonably be expected to a de minimis extentmaterially and adversely affect the other rights or obligations of Lessee hereunder. Further, Lessee shall reasonably cooperate with Lessor in connection with LessorLxxxxx’s efforts to encumber any Facility with a Facility Mortgage and with LessorLxxxxx’s negotiations with any such prospective Facility Mortgagee.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, whether to secure any borrowing or other means of financing or refinancing. This Lease is and at all times shall be subject and subordinate to any Facility Mortgage ground or underlying leases, mortgages, trust deeds or like encumbrances (collectively, "Priority Encumbrances"), which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof of any such lease, mortgage, trust deed or any part(s) or portion(s) thereoflike encumbrance; provided, however however, that such (other than with respect to the Initial Facility ---- ------- Mortgages) the subjection and subordination of this Lease and Lessee's leasehold --- interest hereunder to any Priority Encumbrance shall be contingent on conditioned upon the execution by the holder of each Priority Encumbrance and delivery to Lessee of a nondisturbance and attornment agreement which provides that so long as no default has occurred and is continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, the holder of such Priority Encumbrance (i) shall not disturb either Lessee's leasehold interest or possession of the Leased Property in accordance with the terms hereof, or any of its rights, privileges and options, (ii) shall permit application of all proceeds of insurance and all Awards and payments in connection with the taking of all or any portion of the Leased Property in accordance with the provisions of Articles XIV and XV of this Lease, (iii) waives all Priority Encumbrance rights or interests in any of Lessee's Personal Property, and (iv) shall execute a release of such Facility Mortgagee entering into rights, privileges, options and all liens and claims that the holder of such Priority Encumbrance may have in the Leased Property upon payment of the purchase price therefor in the event Lessee exercises any of its options or rights to purchase the Leased Property provided in this Lease. In connection with the foregoing and at the request of Lessor, Lessee shall promptly execute a subordination reasonable subordination, nondisturbance and non-disturbance attornment agreement with Lessee meeting which will incorporate the requirements terms set forth in the immediately following sentence (andpreceding sentence. Except for the documents described in the preceding sentences, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein this clause shall be subject to receipt self-operative and no further instrument of subordination shall be required by Lessee ofany ground or underlying lessor or by any mortgagee or beneficiary, and all applicable terms contained inaffecting any lease or the Leased Property. In confirmation of such subordination, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, certificate that Lessor may request for such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgageepurposes.

Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement ("Encumbrance") upon any Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Lessor shall use its good faith efforts in negotiating with the proposed holder of any such Encumbrance to cause (but Lessor shall have no obligation to Lessee to so cause) the documentation relating thereto to (a) contain the right to prepay (whether or not subject to a prepayment penalty); and (b) contain the agreement by the holder of the Encumbrance that it will (1) give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure under such Encumbrance, (2) permit Lessee to cure any such default on Lessor's behalf within any applicable cure period, and (3) permit Lessee to appear by its representative and to bid at any sale in foreclosure made with respect to any such Encumbrance. For purposes of any assignment of rents or other pledge or grant of a security interest in the rents or income from one or more, but less than all Individual Leased Properties, the Percentage Rent attributable to any Individual Leased Property for this purpose shall mean the difference between (i) Percentage Rent for any period determined as provided in Section 3.1(2) hereof with respect to all Leased Properties and Rooms covered hereby, and (ii) Percentage Rent determined as provided in Section 3.1(2) hereof using all of the Leased Property Properties and any Capital Additions the Rooms thereof except for the Individual Leased Properties and Rooms attributable thereto which are the subject of such assignment, pledge or any part(s) or portion(s) thereof or interests thereingrant. This Upon the reasonable request of Lessor, Lessee shall subordinate this Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent lien of a new mortgage on any such Facility Mortgagee entering into Individual Leased Property, on the condition that the proposed mortgagee executes a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (andrecognizing this Lease and Lessee's rights hereunder, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and which non-disturbance agreement for so long shall be in such form and substance as are reasonably acceptable to such mortgagee. Lessee agrees to attorn to and recognize the holder of any such Encumbrance or other purchaser at foreclosure as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights successor landlord under this Lease other than, in each case, with respect to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeIndividual Leased Property so foreclosed.

Lessor May Grant Liens. (a) Without the consent of Lessee, Lessor may, subject to the terms and conditions set forth below in this Section 24.1, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage or any lien, encumbrance or title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Upon the request of Lessor or the holder of the Encumbrance (the "HOLDER") , Lessee shall subordinate this Lease to the lien of a new Mortgage on the Leased Property, on the condition that Lessor has obtained from the proposed mortgagee a subordination, non-disturbance and attornment agreement in form and substance reasonably satisfactory to Lessee and Holder (provided, however, if the loan to value ratio of the fairly allocated indebtedness secured by the Mortgage is 60% or less, then Lessor need only use reasonable good faith efforts to obtain such agreement). Any such subordination, non-disturbance and attornment agreement shall provide, among other things, that, provided no default has occurred and is then continuing under this Lease, Lessee (i) shall be entitled to receive all the Gross Revenues of the Hotel subject to the terms of this Lease, and (ii) shall not be disturbed in its possession of the Leased Property following a transfer by foreclosure or deed in lieu of foreclosure under such Mortgage if Lessee attorns to the transferee by foreclosure or deed in lieu of foreclosure. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements with respect to the Hotel's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation to pay Rent) or to terminate this Lease, shall result in a release or termination of such obligations of Lessee or a termination of this Lease unless: (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than thirty (30) days nor more than sixty (60) days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclose such Mortgage, commences foreclosure actions within said sixty (60) days, unconditionally commits to correct or cure such condition and diligently pursues such cure to completion. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition, provided, however, that the Lease shall continue to be in full force and effect if Lessee is not constructively evicted from the Leased Property and is not otherwise prevented from operating the Hotel as a result thereof. (d) Lessee shall deliver to any Capital Additions Holder who gives Lessee written notice of its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any part(s) and all Notices regarding any default which Lessee may from time to time give or portion(s) thereof or interests thereinserve upon Lessor pursuant to the provisions of this Lease. This Lease is and at all times Copies of such Notices given by Lessee to Lessor shall be subject delivered to such Holder simultaneously with delivery to Lessor. No such Notice by Lessee to Lessor hereunder shall be deemed to have been given unless and subordinate until a copy thereof has been mailed to such Holder. (e) Lessee shall cooperate in all reasonable respects, and as generally described in Section 2.6 of this Lease, with any Facility Mortgage which may now or hereafter affect transfer of the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however a Holder that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting succeeds to the requirements set forth interest of Lessor in the immediately following sentence Leased Property (andincluding, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect). Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. Ifwithout limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extent. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility MortgageeLease.

Lessor May Grant Liens. Without (a) Subject to Section 7.2, without the consent of Lessee, Lessor may, may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage lien, encumbrance or title retention agreement upon the Leased Property and any Capital Additions Property, or any part(s) or portion(s) portion thereof or interests interest therein, or upon Lessor's interest in this Lease, whether to secure any borrowing or other means of financing or refinancing. This Lease is and Lessee's interest hereunder shall at all times shall be subject and subordinate to the lien and security title of any Facility Mortgage which may now deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and/or such Capital Additions or and to any part(s) or portion(s) thereof or interests therein and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements replacements, substitutions, and extensions thereof or any part(s) or portion(s) thereof; provided(all of which are herein called the "Mortgage"), however provided that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination the Mortgage and non-disturbance agreement with Lessee meeting the requirements set forth all security agreements delivered by Lessor in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein connection therewith shall be subject to receipt Lessee's rights under this Lease to receive all Gross Revenues of the Facility prior to the earlier of the occurrence of an Event of Default or the date that this Lease is terminated by the Holder of the Mortgage in the exercise of its remedies thereunder. In confirmation of such subordination, Lessee ofshall, at Lessor's request, promptly execute, acknowledge and all applicable terms deliver any instrument which may be required to evidence subordination to any Mortgage and attornment to the Holder thereof and its successors and assigns, provided Lessee receives customary and reasonable non-disturbance protection while it is not in default hereunder. The Lessee shall comply with any material covenants with respect to the Lessee contained in, any in such instrument of subordination. In the event of Lessee's failure to deliver such subordination and non-disturbance agreement if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for so long breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the same agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. (b) Lessee shall, upon the request of Lessor or any existing or future Holder, (i) provide Holder with copies of all licenses, permits, occupancy agreements, operating agreements, leases, contracts and similar agreements reasonably requested in connection with any existing or proposed financing of the Leased Property, and (ii) execute, or cause the Manager or any relevant Affiliate to execute, such estoppel agreements and collateral assignments with respect to the Facility's liquor license and any of the other aforementioned agreements as Holder may reasonably request in connection with any such financing, provided that no such estoppel agreement or collateral assignment shall in any way affect the Term or affect adversely in any material respect any rights of Lessee under this Lease. (c) No act or failure to act on the part of Lessor which would entitle Lessee under the terms of this Lease, or by law, to be relieved of any of Lessee's obligations hereunder (including, without limitation, its obligation (i) Lessee shall have first given written notice of Lessor's act or failure to act to the Holder, specifying the act or failure to act on the part of Lessor which would give basis to Lessee's rights; and (ii) the Holder, after receipt of such notice, shall have failed or refused to correct or cure the condition complained of within a reasonable time thereafter (in no event less than 60 days), which shall include a reasonable time for such Holder to obtain possession of the Leased Property, if possession is reasonably necessary for the Holder to correct or cure the condition, or to foreclose such Mortgage, and if the Holder notifies the Lessee of its intention to take possession of the Leased Property or to foreclosure such Mortgage, and correct or cure such condition. If such Holder is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessor from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, provided, however, that the Lease shall continue to be in full force and effect). , the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Lessee shall execute promptly deliver by notice delivered in the form manner provided in Article 30 to any Holder who gives Lessee written notice of subordination its status as a Holder, at such Holder's address stated in the Holder's written notice or at such other address as the Holder may designate by later written notice to Lessee, a duplicate copy of any and non-disturbance agreement typically required by all notices regarding any Facility Mortgagee with, default which Lessee may from time to time give or serve upon Lessor pursuant to the extent provisions of this Lease. Copies of such notices given by Lessee to Lessor shall be delivered to such Holder simultaneously with delivery to Lessor. No such notice by Lessee to Lessor hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to such Holder. (e) At any time, and from time to time, upon not less than ten (10) days' notice by a Holder to Lessee, Lessee shall deliver to such Holder an estoppel certificate certifying as to the information required in paragraph (c) of Article 22, and such other information as may be reasonably requested by Lesseesuch Holder. Any such certificate may be relied upon by such Holder. (f) Lessee shall cooperate in all reasonable respects, such changes and as are commercially reasonable and customary generally described in Section 33.2 of this Lease, with any transfer of the Leased Property to a Holder that succeeds to the interest of Lessor in the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor. IfLeased Property (including, without limitation, in connection with obtaining financing the transfer of any franchise, license, lease, permit, contract, agreement, or refinancing for similar item to such Holder or such Holder's designee necessary or appropriate to operate the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee Property). Lessor and Lessee shall request reasonable modifications to cooperate in (i) including in this Lease as a condition by suitable amendment from time to time any provision which may be requested by any proposed Holder, or may otherwise be reasonably necessary, to implement the provisions of this Article and (ii) entering into any further agreement with or at the request of any Holder which may be reasonably requested or required by such financing Holder in furtherance or refinancingconfirmation of the provisions of this Article; provided, Lessee shall not withhold or delay its consent theretohowever, provided that any such modifications amendment or agreement shall not increase Lessee’s obligations in any way affect the Term nor affect adversely in any material respect any rights of Lessor or decrease Lessee’s rights Lessee under this Lease other than, in each case, to a de minimis extentLease. Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.ARTICLE ------- 29