Common use of Procedure on Default Clause in Contracts

Procedure on Default. (a) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered the Nullification Notice set forth in Subsection 18.2.8, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2) if not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Xxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest in this Lease an assignee thereof permitted by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(i) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a For the purposes of this Section 17.1, no Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the direct or indirect interests in Tenant) (including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation, Section 22.2(i) hereof. (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(i) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition extent applicable, the direct or indirect interests in Tenant), without further consent of Landlord, (x) sell and assign interests in the Leasehold Estate (or, to the extent applicable, the direct or indirect interests in Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise () as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2(i) hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2(i) hereof, be deemed to be a permitted sale, transfer or assignment of this Lease; provided, that the foreclosing Permitted Leasehold Mortgagee or purchaser at foreclosure sale or successor purchaser must either (a) become a party to the MLSA pursuant to Section 11.1 and Section 13.1 of the MLSA (or, in the case of a foreclosure on or transfer of direct or indirect interests in Tenant, Tenant must remain a party to the MLSA) and satisfy the requirements set forth in Section 22.2(i)(1)(B) and Section 22.2(i)(2) through (5) or (b) satisfy the requirements set forth in Section 22.2(i)(1)(A) and Sections 22.2(i)(2) through (5).

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest in this Lease an assignee thereof permitted by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(i) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a No Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the direct or indirect interests in Tenant) (including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the purchaser of the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation, Section 22.2(i) hereof. (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(i) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition extent applicable, the direct or indirect interests in Tenant), without further consent of Landlord, (x) sell and assign interests in the Leasehold Estate (or, to the extent applicable, the direct or indirect interests in Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise () as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2(i) hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2(i) hereof, be deemed to be a permitted sale, transfer or assignment of this Lease; provided, that the foreclosing Permitted Leasehold Mortgagee or purchaser at foreclosure sale or successor purchaser must either (a) become a party to the MLSA pursuant to Section 11.1 and Section 13.1 of the MLSA (or, in the case of a foreclosure on or transfer of direct or indirect interests in Tenant, Tenant must remain a party to the MLSA) and satisfy the requirements set forth in Section 22.2(i)(1)(B) and Section 22.2(i)(2) through (5) or (b) satisfy the requirements set forth in Section 22.2(i)(1)(A) and Sections 22.2(i)(2) through (5).

Procedure on Default. (a) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered the Nullification Notice set forth in Subsection 18.2.8, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2) if not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a18.2.9 (a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(ii), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest an assignee thereof in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means accordance with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(ii) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a No Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the purchaser of the direct or indirect interests in Tenant including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation Section 22.2(ii) hereof (including, without limitation, the Tenant Transferee Requirement). (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(ii) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition of extent applicable, the direct or indirect interests in Tenant's estate herein by such ), (x) sell and assign interests in the Leasehold Mortgagee Estate (or, to the extent applicable, the direct or its designee or any other purchaser at a foreclosure sale or otherwise (indirect interests in Tenant) as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2 hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2 hereof, be deemed to be a permitted sale, transfer or assignment of this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months; provided, provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the Term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided, that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of Tenant to be performed hereunder and meet the qualifications of Section 22.2 or be reasonably consented to by Landlord in accordance with Section 22.1 hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(ii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Article XXII of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(ii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.1 hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 17.1(d), the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance Encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9Section 17.1(e), however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in Sections 17.1(d) and 17.1(e) and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this SectionSection 17.1(e)(i), then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subparagraph 16.5.2, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) this six-month period: : (1A) pay Pay or cause to be paid paid, the rent, additional rent, and other monetary obligations of Tenant under this Lease that have become due and as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting (i1) obligations of Tenant to satisfy or otherwise discharge any lien, charge charge, or encumbrance against Tenant's ’s interest in this Lease or the Premises Land, Buildings and/or Improvements junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii2) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being expected to be cured by such Leasehold Mortgagee Mortgagee; and (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2B) if not enjoined or stayed, take Take steps to acquire or sell Tenant's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (bii) If at the end of such the six (6) month period such the Leasehold Mortgagee is complying with Subsection 18.2.9(a) then subparagraph 16.5.3 above, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Leasehold Mortgage or and by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9diligence and continuity; provided, however, nothing in this subparagraph shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Sectionsubparagraph 16.5.3(i), then upon on the acquisition of Tenant's ’s estate herein her-in by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise Foreclosure (defined in Paragraph 19.4) under the Leasehold Mortgage (hereafter the “Purchaser”) and the discharge of any lienall liens, charge or encumbrance charges, and encumbrances against the Tenant's ’s interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which Land, Buildings and/or Improvements that the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) , this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, but subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information. (iv) Any Purchaser (who may, but need not be, the Leasehold Mortgagee) who acquires Tenant’s interest in this Lease at a foreclosure sale, or who otherwise acquires Tenant’s interest from the Leasehold Mortgagee or by virtue of a Leasehold Mortgagee’s exercise of its remedies, shall be deemed to have agreed to perform all of the terms, covenants, and conditions on the part of the Tenant to be performed hereunder from and after the date of the purchase and assignment, but only for so long as the Purchaser or Leasehold Mortgagee is the owner of the leasehold estate. If the Leasehold Mortgagee or Purchaser shall become holder of the leasehold estate and if the Buildings and/or Improvements on the Land shall have been or become materially damaged on, before, or after the date of the purchase and assignment, the Leasehold Mortgagee or Purchaser shall be obligated to cause restoration only to the extent of the net insurance proceeds received by the Leasehold Mortgagee or Purchaser by reason of such damage. However, should the net insurance proceeds be insufficient for the restoration to the extent required by this Lease and should the Leasehold Mortgagee or its designee choose not to fully reconstruct the Building and/or Improvements to the extent required by this Lease, such failure shall constitute an event of default under this Lease that shall give Landlord the right to terminate this Lease after thirty (30) days prior written notice to Leasehold Mortgagee or Purchaser. (v) Subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information, Leasehold Mortgagee or other acquirer of the leasehold estate of Tenant pursuant to Foreclosure, assignment in lieu of Foreclosure or other proceedings may, on acquiring Tenant’s leasehold estate, only upon express written consent of Landlord, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to Leasehold Mortgages or acquirer and to Landlord and thereafter be relieved of all obligations under this Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease, including all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and the leasehold estate hereby created in any proceedings for the Foreclosure of the Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the Foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer, or assignment of this Lease and of the leasehold estate hereby created, subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest in this Lease an assignee thereof permitted by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(i) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a No Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the purchaser of the direct or indirect interests in Tenant) (including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the assignee or transferee of the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation, Section 22.2(i) hereof. (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(i) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition extent applicable, the direct or indirect interests in Tenant), without further consent of Landlord, (x) sell and assign interests in the Leasehold Estate (or, to the extent applicable, the direct or indirect interests in Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise () as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2(i) hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2(i) hereof, be deemed to be a permitted sale, transfer or assignment of this Lease; provided, that, the foreclosing Permitted Leasehold Mortgagee or purchaser at foreclosure sale or successor purchaser must satisfy the requirements set forth in Section 22.2(i)(1) through (4).

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) and, if applicable, subsection (e)(ii) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (a) If Landlord the Association shall elect to terminate this Lease or obtain possession of the Premises Sublease by reason of any default of TenantHome Owner, and a Leasehold Condominium Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 5.6, the specified date for the termination of this Lease Sublease as fixed by Landlord the Association in its Default Notice or for the obtaining of possession termination notice shall be extended for a period of six (6) months, provided that such Leasehold Condominium Mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the all rent, and other monetary obligations of Tenant Home Owner under this Lease Sublease as the same become due, and continue its good faith efforts to perform all of TenantHome Owner's other obligations under this LeaseSublease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseCondominium Mortgagee; and (2) if not enjoined or stayed, take steps to acquire or sell TenantHome Owner's interest in this Lease Sublease by foreclosure of the Leasehold Condominium Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Condominium Mortgagee is complying with Subsection 18.2.9(a) then Section 5.7(a)(l), above, this Lease Sublease shall not then terminate, and the time for completion by such Leasehold Condominium Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Condominium Mortgagee proceeds shall diligently proceed to complete steps to acquire or sell Lessee's interest in this Lease the Condominium, including the Unit Interest, by foreclosure of the Leasehold Condominium Mortgage or by other appropriate means with reasonable diligencemeans. Nothing in this Subsection 18.2.9Section 5.7, however, shall be construed to extend this Lease Sublease beyond the original term thereof or hereof as extended by any options to extend the term of this Sublease, nor to require a Leasehold Condominium Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Condominium Mortgagee shall discontinue such foreclosure proceedings, this Lease Sublease shall continue in full force and effect as if Tenant Home Owner had not defaulted under this LeaseSublease. (c) If a Leasehold Condominium Mortgagee is complying with Subsection 18.2.9(aSection 5.7(a)(l)) of this SectionArticle 5, then upon the acquisition of TenantHome Owner's estate herein by such Leasehold Condominium Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lienotherwise, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease Sublease shall continue in full force and effect as if Tenant Home Owner had not defaulted under this LeaseSublease. (d) For the purposes of this Article 5, the making of a Condominium Mortgage shall not be deemed to constitute an assignment or transfer of this Sublease or of the Unit Interest, nor shall any Condominium Mortgagee, as such, be deemed to be an assignee or transferee of this Sublease or of the Unit Interest, so as to require such Condominium Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Home Owner to be performed hereunder, but the purchaser at any sale of this Sublease and of the Unit Interest in any proceedings for the foreclosure of any Condominium Mortgage shall be deemed to be an assignee or transferee within the meaning of this Article 5, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Home Owner to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of the Unit Interest.

Procedure on Default. (a1) If despite payment and performance of the Leasehold Mortgagee as provided in the preceding subparagraph, the Landlord shall elect elects to terminate this Lease or obtain possession of the Premises by reason of any default the Default of Tenant, and a Leasehold Mortgagee shall have delivered the Nullification Notice set forth in Subsection 18.2.8, the specified date for the termination of this Lease as fixed by the Landlord in its the Notice of Default Notice or for the obtaining of possession shall Tenant will be extended for a period of six 90 days (6the "Additional Grace Period") months, provided that such if the Leasehold Mortgagee shall, during such six (6) month the 90-day period: (1a) pay or cause to be paid Pays and performs the monetary Rent, including the Employment Standard, and any other obligations of the Tenant under payable to the Landlord as provided in this Lease as the same Rent and other obligations become due, and continue its continues the diligent good faith best efforts of the Leasehold Mortgagee to perform all of Tenant's the other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then Tenant as provided in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2b) if If not enjoined or stayed, take takes steps to acquire or sell Tenant's interest in this Lease the Leasehold Estate by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute prosecutes the same foreclosure to completion with due diligence. (b2) If If, at the end of such six (6) month period such the Additional Grace Period, the Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Leasehold Mortgages paragraph of this Lease, ------------------- this Lease shall will not then terminate, terminate and the time for completion by such the Leasehold Mortgagee of its the foreclosure proceedings shall of the Leasehold Mortgagee will continue so long as such the Leasehold Mortgagee is enjoined or stayed and thereafter later for so long as such the Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease the Leasehold Estate by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cureddiligence and continuity. If the default shall be Default of Tenant is cured and the Leasehold Mortgagee shall discontinue such discontinues the foreclosure proceedingsaction, this Lease shall will continue in full force and effect as if the Tenant had not defaulted under this Leasedefaulted. (c3) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) this Leasehold --------- Mortgages paragraph of this SectionLease, then upon the on acquisition of Tenant's estate herein the Leasehold Estate by such the --------- Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lienacquirer, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall will continue in full force and effect as if the Tenant had not defaulted under defaulted, subject to the reasonable prior approval by Landlord of the acquirer. (4) For the purpose of this Leasehold Mortgages paragraph of this ------------------- Lease, any acquirer of the Leasehold Estate will be deemed to have agreed to perform all of the obligations of the Tenant to be performed as provided in this Lease only for so long as the acquirer is the owner of the Leasehold Estate. If the Buildings have been or become materially damaged on, before or after the date of the purchase and assignment of the Leasehold Mortgage, the Leasehold Mortgagee or the acquirer will be obligated to Repair the Buildings only to the extent of the net insurance proceeds received by the Leasehold Mortgagee or the acquirer by reason of the damage. The Landlord will have the right to reasonably approve any acquirer of the Leasehold Estate other than the Landlord, and the Landlord will have reasonable discretion with respect to the decision to approve or not approve such an acquirer of the Leasehold Estate. In exercising such reasonable discretion of the Landlord, the Landlord may take the ability of the acquirer of the Leasehold Estate to pay and perform the Rent, including the Employment Standard, in consideration.

Procedure on Default. (a1) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by paragraph (f) of this paragraph 35, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1i) pay Pay or cause to be paid the rent, additional rent and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage Leasehold Mortgage held by such Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2ii) if If not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligencediligence . (b2) If at the end of such six (6) month period such Leasehold Mortgagee is complying complying, and thereafter continues to comply with Subsection 18.2.9(a) then paragraph (g)(1), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeTenant's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9paragraph (g) of this paragraph 35, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Tenant or a Leasehold Mortgagee in accordance with paragraph 35, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c3) If a Leasehold Mortgagee is complying with Subsection 18.2.9(aparagraph (g)(1) of this Sectionparagraph 35, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (Leasehold Mortgage Purchaser and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises Premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) , this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (4) For the purposes of this paragraph 35, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder, but a Leasehold Mortgage Purchaser shall be deemed to be an assignee or transferee within the meaning of this paragraph 35, and such Leasehold Mortgage Purchaser shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such Leasehold Mortgage Purchaser is the owner of the Leasehold Estate. (5) Any Leasehold Mortgage Purchaser may, upon acquiring Tenant's leasehold estate hereunder, without further consent of Landlord, sell and assign such leasehold estate on such terms and to such person or entity as assignee as are acceptable to such Leasehold Mortgage Purchaser and thereafter be relieved of all obligations under this Lease, provided that such assignee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease. (6) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the leasehold estate hereby created.

Procedure on Default. 7575 (ai) If Landlord shall elect to terminate this ILEC Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 17.1(d), the specified date for the termination of this ILEC Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this ILEC Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this ILEC Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance Encumbrance against Tenant's ’s interest in this ILEC Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this ILEC Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this ILEC Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this ILEC Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this ILEC Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9Section 17.1(e), however, shall be construed to extend this ILEC Master Lease beyond the original term thereof as extended by any options to extend the term of this ILEC Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee 7676 to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in Sections 17.1(d) and 17.1(e) and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this ILEC Master Lease shall continue in full force and effect as if Tenant had not defaulted under this ILEC Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this SectionSection 17.1(e)(i), then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this ILEC Master Lease shall continue in full force and effect as if Tenant had not defaulted under this ILEC Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this ILEC Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this ILEC Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this ILEC Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this ILEC Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this ILEC Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this ILEC Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this ILEC Master Lease, any sale of this ILEC Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this ILEC Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this ILEC Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this ILEC Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of 7777

Procedure on Default. (a) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered the Nullification Notice set forth in Subsection 18.2.8, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1i) pay or cause to be paid the monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2ii) if not enjoined or stayed, take steps to acquire or sell Tenant's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's ’s estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's ’s interest in this Lease or the demised premises Premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-non- monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest in this Lease an assignee thereof permitted by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(i) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a No Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the purchaser of the direct or indirect interests in Tenant) (including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the assignee or transferee of the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation, Section 22.2(i) hereof. (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(i) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition extent applicable, the direct or indirect interests in Tenant), without further consent of Landlord, (x) sell and assign interests in the Leasehold Estate (or, to the extent applicable, the direct or indirect interests in Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise () as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2(i) hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2(i) hereof, be deemed to be a permitted sale, transfer or assignment of this Lease; provided, that the foreclosing Permitted Leasehold Mortgagee or purchaser at foreclosure sale or successor purchaser must satisfy the requirements set forth in Section 22.2(i)(1) through (4).

Procedure on Default. (a) ‌ 7.7.1. If Landlord shall elect has delivered to terminate this Lease or obtain possession of the Premises by reason of any default of Tenanta Senior Recognized Lender a Default Notice, and a Leasehold Mortgagee Senior Recognized Lender shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 7.6.1 above, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, Senior Recognized Lender shall during such six (6) month period: (1a) pay Pay or cause to be paid the Base Rent, additional rent, if any, and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting excepting (ia) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Property junior in priority to the lien of the mortgage Senior Recognized Lender held by such Leasehold Mortgagee and Senior Recognized Lender, and (iib) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee Senior Recognized Lender (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends the lack of funds, or the failure or refusal to cure any defaults by Landlord under this Leasespend funds, shall not be an excuse for a failure to cure); and (2b) if If not enjoined or stayed, take steps to acquire or sell Tenant's ’s interest in this Lease by foreclosure of the Senior Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligencereasonable diligence and continuity. If such Senior Recognized Lender is enjoined or stayed from taking such steps, the Leasehold Mortgagee shall use its best efforts to seek relief form such injunction or stay. (b) 7.7.2. If at the end of such six (6) month period such Leasehold Mortgagee Senior Recognized Lender is complying with Subsection 18.2.9(a) then Section 7.7.1 above, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee Senior Recognized Lender of its such proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and continues to comply with the provisions of Section 7.7.1 above and, thereafter for so long as such Leasehold Mortgagee Senior Recognized Lender proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Senior Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9Section 7.7, however, shall be construed to extend this Lease beyond the original term thereof or term, nor to require a Leasehold Mortgagee Senior Recognized Lender to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure foreclosing proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) 7.7.3. If a Leasehold Mortgagee Senior Recognized Lender is complying with Subsection 18.2.9(aSection 7.7.1 above, upon (i) of this Section, then upon the acquisition of Tenant's estate ’s leasehold herein by such Leasehold Mortgagee or its designee Senior Recognized Lender or any other purchaser at a foreclosure sale or otherwise and (and ii) the discharge of any lien, charge or encumbrance against the Tenant's ’s interest in this Lease or the demised premises Property which is junior in priority to the lien of the Leasehold Mortgage Senior Recognized Lender held by such Leasehold Mortgagee Senior Recognized Lender and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) , this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided, however, that such Senior Recognized Lender or its designee or any other such party acquiring the Tenant’s leasehold estate created hereby shall agree in writing to assume all obligations of the Tenant hereunder, subject to the provisions of this Section 7. 7.7.4. For the purposes of this Section 7, the making of a Security Instrument shall not be deemed to constitute a complete assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Lender, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created. The Lender, prior to foreclosure of the Security Instrument or other entry into possession of the leasehold estate, shall not be obligated to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder. The purchaser (including any Lender) at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Security Instrument, or the assignee or transferee in lieu of the foreclosure of any Security Instrument shall be deemed to be an assignee or transferee within the meaning of this Section 7, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of Tenant to be performed hereunder from and after the date of such purchase and assignment; provided, however: (a) that (i) following any damage or destruction but prior to restoration of the Improvements (if so elected by Tenant to be performed as set forth in Section 11.1.1), Senior Recognized Mortgagee, either before or after foreclosure or action in lieu thereof, shall not be obligated to restore the Improvements beyond the extent necessary to preserve or protect the Improvements or construction already made, unless such Senior Recognized Lender assumes Tenant’s obligations to Landlord by written agreement reasonably satisfactory to Landlord, to restore in the manner provided in this Lease, the Improvements or the part thereof to which the lien or title of such Senior Recognized Lender relates, and submitted evidence reasonably satisfactory to Landlord that it has the qualifications and financial responsibility necessary to perform such obligation, or, if determined not to be qualified, engages a qualified party to perform such obligation. 7.7.5. If a Recognized Leasehold Mortgagee, whether by foreclosure, assignment and/or deed in lieu of foreclosure, or otherwise, acquires Tenant’s entire interest in the Property and all improvements thereon (or in the case of a Recognized Mezzanine Lender, acquires a controlling ownership interest in Tenant), the Recognized Lender shall have the right, without further consent of Landlord, to sell, assign or transfer Tenant’s entire interest in the Property and all improvements thereon, and if such Recognized Lender is a Recognized Mezzanine Lender, the interests of any partner (or member) of Tenant, as applicable, to a Permitted Transferee and, otherwise, to a purchaser, assignee or transferee with the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and upon such sale, assignment or transfer such Recognized Lender or Recognized Mezzanine Lender shall be fully and completely released from its obligations under this Lease; provided that such purchaser, assignee or transferee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease to be performed hereunder from and after the date of such purchase and assignment and the purchaser, assignee or transferee is a Permitted Transferee or has previously been approved in writing by Landlord, which approval shall not be unreasonably withheld. A transfer that is made in compliance with the terms of this Section 7.7 shall be deemed to be a permitted sale, transfer or assignment. 7.7.6. Tenant shall not transfer, sell or assign any redemption rights from any foreclosure sale to any person who is not a Permitted Transferee or otherwise approved by Landlord in accordance with the provisions of Section 13 below.‌‌

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six not to exceed three (63) months; provided, provided that such Permitted Leasehold Mortgagee shall, during such six (6) month extension period: (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become duedue (in each case, regardless of whether such amount is allowed under any insolvency or bankruptcy law), and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six three (63) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Lease beyond the original term thereof hereof as extended by any options to extend the Term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lienForeclosure Transferee, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided, that such Foreclosure Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of Tenant to be performed hereunder and meet the qualifications of Section 22.2 or be reasonably consented to by Landlord in accordance with Section 22.1 hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(a)(i) of this Lease may, upon acquiring Tenant’s Leasehold Estate, sell and assign the Leasehold Estate solely in accordance with the requirements of Article XXII of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created solely to the extent the successor tenant under this Lease is a Foreclosure Transferee and the transfer otherwise complies with the requirements of Section 22.2(a)(i) of this Lease or the transferee is consented to by Landlord (in its sole discretion) in accordance with Section 22.1 hereof.

Procedure on Default. (a1) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by paragraph (f) of this Schedule, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six four (64) months, provided that such Leasehold Mortgagee shall, during such six four (6) month 4)-month period: (1i) pay Pay or cause to be paid the Base Rent, additional rent and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason such as curing the bankruptcy or insolvency of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseTenant; and (2ii) if If not enjoined or stayed, take steps to acquire or sell TenantXxxxxx's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b2) If at the end of such six four (6) month 4)-month period such Leasehold Mortgagee is complying complying, and thereafter continues to comply with Subsection 18.2.9(a) then paragraph (g)(l), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeTenant's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9there exists a Leasehold Mortgage, however, Landlord shall be construed have no right to extend terminate this Lease beyond unless, following the original term thereof expiration of the period of time given Tenant to cure such default or the act or omission which gave rise to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default default, Landlord shall be cured and notify the Leasehold Mortgagee shall discontinue such foreclosure proceedings, of Landlord's intent to so terminate this Lease ("Termination Notice") at least fifteen (15) days in advance of the proposed effective date of such termination if such default is capable of being cured by the payment of money, and at least thirty (30) days in advance of the proposed effective date of such termination if such default is not capable of being cured by the payment of money. The provisions of paragraph (g) below of this Schedule shall continue in full force and effect as if Tenant had not defaulted under this Lease.apply if, during such 15- or 30-day Termination Notice period, the Leasehold Mortgagee shall: (ci) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) notify Landlord of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee Mortgagee's desire to nullify such notice, and (ii) pay or its designee or any cause to be paid all Base Rent, additional rent, and other purchaser at a foreclosure sale or otherwise (payments then due and in arrears as specified in the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority Termination Notice to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated may become due during such 15 or 30-day period, and (iii) comply or, in good faith, with reasonable diligence and continuity, commence to satisfy and discharge by reason of the terms comply with all non-monetary requirements of this Lease) this Lease shall continue then in full force default and effect as if Tenant had not defaulted under this Leasesusceptible of being complied with by such Leasehold Mortgagee.

Procedure on Default. (a) 1. If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default an event of Tenant, and a Leasehold Mortgagee shall have delivered the Nullification Notice set forth in Subsection 18.2.8Default, the specified termination date for the termination of this Lease as fixed by Landlord in its Default the Notice or for the obtaining of possession to Terminate with respect to an Approved Mortgagee shall be extended for a period ten (10) calendar days from and after the proposed effective date of six such termination set forth in Section F.1 of this Addendum III with respect to any default that is capable of being cured with the payment of money, and for twelve (612) monthsmonths from and after the proposed effective date of such termination set forth in Section F.1 of this Addendum III for all other defaults, provided that such Leasehold Approved Mortgagee shall, during such six ten (610) day or, twelve (12) month period, as applicable: (1) a. pay or cause to be paid paid, the Rent, insurance premiums and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Leased Premises junior in priority to the lien of the mortgage Leasehold Mortgage held by such Leasehold Approved Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by the payment of money by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; andApproved Mortgagee; (2) b. if not enjoined or stayed, take steps to acquire or sell Tenant's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. diligence provided that Landlord has not previously exercised its right to satisfy the obligations under the Leasehold Mortgage or purchase the leasehold estate prior to such foreclosure proceedings, as set forth in Section A.1 of this Addendum III. Notwithstanding the foregoing, an Approved Mortgagee shall not be required to comply with the terms of this paragraph (b) if the Event(s) of Default are solely monetary and the Approved Mortgagee has cured such monetary default; and c. comply or in good faith, with reasonable diligence and continuity, commence to comply and thereafter continue to comply with all nonmonetary requirements of this Lease then in default, and reasonably susceptible of being complied with by such Approved Mortgagee. 2. If at the end of such six ten (610) day or twelve (12) month period such Leasehold period, as applicable set forth in Section G.1 of this Addendum III the Approved Mortgagee is complying not in compliance with Subsection 18.2.9(a) then Section G.1 of this Addendum III, the Landlord may terminate this Lease. 3. If the Approved Mortgagee is in compliance with Section G.1 of this Addendum III, and Approved Mortgagee is enjoined or stayed by a court of competent jurisdiction from foreclosing or exercising any remedies under the Leasehold Mortgage, this Lease shall not then terminate, terminate and the time for completion by of such Leasehold Approved Mortgagee of its proceedings shall continue so long as such Leasehold Approved Mortgagee is enjoined or stayed by a court of competent jurisdiction, and shall not terminate thereafter for so long as such provided that within the twelve (12) month period commencing on the day the stay is lifted, Approved Mortgagee either reinstates the Tenant under the Leasehold Mortgagee Mortgage, executes a workout agreement with the Tenant, or proceeds to complete take steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9Section G of Addendum III, however, shall be construed to extend this Lease beyond the original term thereof Term thereof, or to require a Leasehold an Approved Mortgagee to continue such foreclosure or such other proceedings after the default event of Default has been cured. If the default all events of Default shall be cured during any such extended period set forth in this Section G of Addendum III and the Leasehold Approved Mortgagee shall discontinue such foreclosure proceedings or other proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) 4. If a Leasehold an Approved Mortgagee is complying in compliance with Subsection 18.2.9(a) Section G.1 of this SectionAddendum III, then upon the acquisition of Tenant's the leasehold estate herein by such Leasehold Approved Mortgagee or its designee designee, or any other purchaser at a foreclosure sale sale, or otherwise (and upon the discharge of any lien, charge or encumbrance against the Tenant's ’s interest in this Lease or the demised premises Leased Premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge Approved Mortgagee, if so required by reason of the terms of this Lease) Law, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided however, that as a condition precedent to such continuation of this Lease, (a) such Approved Mortgagee or its designee, or any other purchaser or assignee at a foreclosure sale or deed in lieu of foreclosure shall cure any existing Event of Default in accordance with the provisions of Section G.1 of Addendum III upon the acquisition of the leasehold estate and use the Leased Premises only for Permitted Use, but subject to the provisions of Section 16.01(A)(v); and (b) to the extent that upon any acquisition of the leasehold estate at a foreclosure sale, or conveyance in lieu thereof, there are excess proceeds between the purchase price of the leasehold estate and the outstanding balance of the Leasehold Mortgage and outstanding obligations that must be satisfied and have priority under Laws, to the extent permitted by Laws, the excess proceeds in an amount up to six months of the then current Rent for the applicable Lease Year shall be deposited with the Landlord for five (5) years from the date of the deposit . In the event that Law requires that the security deposit be deposited with a court of competent jurisdiction and such security deposit is so deposited by the Approved Mortgagee or Person conducting the foreclosure sale, or conveyance in lieu thereof, then Landlord shall apply to the court for disbursement. Such funds shall be held and distributed as follows: (i) to the extent Landlord shall suffer any costs or damages during the balance of the Term, then upon application by Landlord, such funds shall be disbursed to Landlord to defray such costs or damages related to any act or omission of the then current Tenant, tenant in possession at the time of the foreclosure sale, or conveyance in lieu thereof, or the Approved Mortgagee or (ii) beginning on the first annual anniversary of the date of the deposit through the fifth annual anniversary of the date of the deposit, if no such costs or damages have been incurred, the tenant in possession at the time of foreclosure, or conveyance in lieu thereof shall be entitled to a release of the deposit in an amount equal to twenty (20%) of the then remaining total deposit. The tenant in possession at the time of foreclosure, or conveyance in lieu thereof shall request such amounts within thirty (30) calendar days of the annual anniversary of the date of the deposit. At the expiration of the fifth year following the date of the deposit, the total amount of the outstanding deposit held by Landlord shall be released to the tenant in possession at the time of the foreclosure sale, or conveyance in lieu thereof. 5. For the purposes of this Addendum III, any Approved Mortgagee, as such, shall not be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Approved Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder. However, in the event of any sale of this Lease, and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or any assignment or transfer of this Lease and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, any assignee or transferee under this Addendum III, shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the Tenant of the leasehold estate. 6. Any Leasehold Mortgagee or other entity in possession of Tenant’s interest under the Leasehold Mortgage pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, without the consent of Landlord, sell, transfer or assign its Leasehold Mortgage to either an Institutional Lender, or a non-Institutional Lender reasonably acceptable to Landlord, on such terms and conditions as determined in its sole and absolute discretion.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subparagraph 16.5.2, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) this six-month period: : (1A) pay Pay or cause to be paid paid, the rent, additional rent, and other monetary obligations of Tenant under this Lease that have become due and as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting (i1) obligations of Tenant to satisfy or otherwise discharge any lien, charge charge, or encumbrance against Tenant's ’s interest in this Lease or the Premises Land, Buildings and/or Improvements junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii2) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being expected to be cured by such Leasehold Mortgagee Mortgagee; and (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2B) if not enjoined or stayed, take Take steps to acquire or sell Tenant's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (bii) If at the end of such the six (6) month period such the Leasehold Mortgagee is complying with Subsection 18.2.9(a) then subparagraph 16.5.3 above, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Leasehold Mortgage or and by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9diligence and continuity; provided, however, nothing in this subparagraph shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Sectionsubparagraph 16.5.3(i), then upon on the acquisition of Tenant's ’s estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise Foreclosure (defined in Paragraph 19.4) under the Leasehold Mortgage (hereafter the “Purchaser”) and the discharge of any lienall liens, charge or encumbrance charges, and encumbrances against the Tenant's ’s interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which Land, Buildings and/or Improvements that the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) , this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, but subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenants trademarks, servicemarks, trade names and other proprietary information. (iv) Any Purchaser (who may, but need not be, the Leasehold Mortgagee) who acquires Tenant’s interest in this Lease at a foreclosure sale, or who otherwise acquires Tenant’s interest from the Leasehold Mortgagee or by virtue of a Leasehold Mortgagee’s exercise of its remedies, shall be deemed to have agreed to perform all of the terms, covenants, and conditions on the part of the Tenant to be performed hereunder from and after the date of the purchase and assignment, but only for so long as the Purchaser or Leasehold Mortgagee is the owner of the leasehold estate. If the Leasehold Mortgagee or Purchaser shall become holder of the leasehold estate and if the Buildings and/or Improvements on the Land shall have been or become materially damaged on, before, or after the date of the purchase and assignment, the Leasehold Mortgagee or Purchaser shall be obligated to cause restoration only to the extent of the net insurance proceeds received by the Leasehold Mortgagee or Purchaser by reason of such damage. However, should the net insurance proceeds be insufficient for the restoration to the extent required by this Lease and should the Leasehold Mortgagee or its designee choose not to fully reconstruct the Building and/or Improvements to the extent required by this Lease, such failure shall constitute an event of default under this Lease that shall give Landlord the right to terminate this Lease after thirty (30) days prior written notice to Leasehold Mortgagee or Purchaser. (v) Subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information, Leasehold Mortgagee or other acquirer of the leasehold estate of Tenant pursuant to Foreclosure, assignment in lieu of Foreclosure or other proceedings may, on acquiring Tenant’s leasehold estate, only upon express written consent of Landlord, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to Leasehold Mortgagee or acquirer and to Landlord and thereafter be relieved of all obligations under this Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease, including all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and the leasehold estate hereby created in any proceedings for the Foreclosure of the Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the Foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer, or assignment of this Lease and of the leasehold estate hereby created, subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell ACTIVE/119970514.22 Xxxxxx’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this ACTIVE/119970514.22 Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Xxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (a) If Landlord shall elect to terminate this PILOT Lease as to all or obtain possession any portion of the Premises Project by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 12.3, the specified date for the such termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession notice given pursuant to Section 12.3 shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee Mortgagee, as the case may be, shall, during such six (6) six-month period: (1a) pay or cause to be paid paid, the Additional Rent and any other monetary obligations of Tenant under this PILOT Lease applicable to the subject portion(s) of the Project, as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this LeasePILOT Lease applicable to the subject portion(s) of the Demised Premise, excepting (i) obligations of Tenant including but, not limited to Tenant’s obligation to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's Landlord’s interest in the Project or Xxxxxx’s interest in this PILOT Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) any part thereof, but excluding past non-monetary obligations then in default and not reasonably susceptible of being cured (such as bankruptcy) by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; andLimited Partner; (2b) if not except to the extent enjoined or stayed, or not allowed pursuant to the provisions of the Leasehold Mortgages (or related loan documents), take any steps to acquire or sell Tenant's ’s interest in this PILOT Lease related to the subject portion(s) of the Project, by foreclosure of the such Leasehold Mortgage Mortgage, deed-in-lieu of foreclosure, or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.efforts; or (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Sectionexercise the Purchase Option, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest as defined in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms Section 19 of this Lease) this Lease . A Leasehold Mortgagee which has foreclosed on the Project shall continue in full force and effect as if Tenant had not defaulted under have no liability following an assignment of its interest pursuant to the provisions of this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months; provided, provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the Term of this Master Lease properly exercised by Tenant or to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying accordance with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord the University shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of TenantVT-ETV, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (f) of this Section 14, the specified date for the termination of this Lease as fixed by Landlord the University in its Default Notice or for the obtaining of possession termination notice shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) six-month period: (1) pay Pay or cause to be paid the Rent, Additional Rent and other monetary obligations of Tenant VT-ETV under this Lease as the same become due, and continue its good faith efforts to perform or cause performance of all of TenantVT-ETV's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayed, take steps to acquire or sell TenantVT-ETV's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (bii) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then subsection (g)(i), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings proceeding shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeVT-ETV's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9subsection (g) of this Section 14, however, shall be construed to extend this Lease beyond the original term thereof hereof as extended by any options to extend the term of this Lease properly exercised by VT-ETV or a Leasehold Mortgagee in accordance with the terms of such Leasehold Mortgagee's Leasehold Mortgage, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant VT-ETV had not defaulted under this Lease. (ciii) If a Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (g)(i) of this Sectionsection 14, then upon the acquisition of TenantVT-ETV's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant VT-ETV had not defaulted under this Lease. (iv) For the purposes of this Section 14 the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any terms, covenants or conditions on the part of VT-ETV to be performed hereunder, but the purchaser at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage shall be deemed to be an assignee or transferee within the meaning of this Section 14, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of VT-ETV to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of the leasehold estate. (v) Any Leasehold Mortgagee or other party who acquires the leasehold estate of VT-ETV pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Vt-ETV's leasehold estate, without further consent of the University, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such Leasehold Mortgagee and thereafter be relieved of all obligations under this Lease; provided that such assignee has delivered to the University its written agreement to be bound by all of the provisions of this Lease. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the leasehold estate hereby created. (vii) VT-ETV has the right to assign to any Leasehold Mortgagee VT-ETV's right to elect to accede to a rejection of this Lease by the University's trustee in bankruptcy.

Procedure on Default. (ai) If Landlord In the event that LESSOR shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of TenantLESSEE, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subparagraph 2(c), above, such Leasehold Mortgagee shall have the right to postpone and extend the specified date for the termination of this Lease as fixed by Landlord LESSOR in its Default Notice or for the obtaining notice of possession shall be extended termination for a period of six not more than twelve (612) months, provided that such Leasehold Mortgagee shall, during such six twelve (612) month period: , (1A) pay or cause to be paid the monetary obligations of Tenant under this Lease any Rent, Additional Rent and other payments and charges as the same become due, due (subject to all applicable notice and cure periods) and continue its good faith efforts to perform perform, or cause to be performed, all of Tenant's LESSEE'S other obligations under this LeaseLease (subject to all applicable notice and cure periods), excepting (i) obligations of Tenant LESSEE to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's LESSEE'S interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee Mortgagee, and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee Mortgagee, and (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2B) if not enjoined or stayed, take steps to acquire or sell Tenant's LESSEE'S interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (bii) If at the end of such six twelve (612) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(asubparagraph 2(d)(i) then and such Leasehold Mortgagee is prohibited by any process or injunction issued by any court of competent jurisdiction or by reason of any action in any court of competent jurisdiction from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds with due diligence to complete steps to acquire or sell Lessee's LESSEE'S interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencemeans. Nothing in this Subsection 18.2.9subparagraph 3(d)(ii), however, shall be construed to extend this Lease beyond the original term thereof hereof as extended by any options to extend the term hereof properly exercised by LESSEE or a Leasehold Mortgagee in accordance with the terms of this Lease, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the a default has been cured. If In the event that such default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant LESSEE had not defaulted under this Lease. (ciii) If In the event that a Leasehold Mortgagee is complying complies with Subsection 18.2.9(asubparagraphs 2(c) of this Sectionand (d), then above, then, upon the acquisition of Tenant's estate LESSEE'S right, title and interest herein by such Leasehold Mortgagee or its designee designee, or any other purchaser or assignee at a foreclosure sale or otherwise (and the discharge of any lienotherwise, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant LESSEE had not defaulted under this Lease. (iv) The granting of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, and any conveyance of the leasehold estate created hereby from LESSEE to a Leasehold Mortgagee by foreclosure or otherwise, shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created requiring the assumption of the obligations of LESSEE hereunder, but such purchaser or assignee of this Lease and of the leasehold estate hereby created shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the LESSEE to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of such leasehold estate. Upon such conveyance, LESSOR shall recognize such Leasehold Mortgagee, or any other purchaser or assignee, as LESSEE hereunder. From and after the date of such sale or assignment, the holder of any Leasehold Mortgage then existing or thereafter placed on the leasehold estate hereby created shall be considered a Leasehold Mortgagee as contemplated by this Lease, and the Leasehold Mortgagee thereunder shall be entitled to receive the benefit of any and all provisions of this Lease intended for the benefit of a Leasehold Mortgagee.

Procedure on Default. (a) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in manner provided for by Subsection 18.2.85.2.9, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1) pay Pay or cause to be paid the monetary obligations of Tenant under this Lease as the same become due, other than rentals, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises demised premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default)Mortgagee; provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2) if If not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a5.2.10 (a) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.95.2.10, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a5.2.10(a)(1) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (a) If Landlord Lessor shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of TenantLessee, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 34.7 of this Article, the specified date for the termination of this Lease as fixed by Landlord Lessor in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: (1a) pay Pay or cause to be paid the Base Rent, Additional Rent and other monetary obligations of Tenant Lessee under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's Lessee’s other obligations under this Lease, excepting (i) obligations of Tenant Lessee to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's Lessee’s interest in this Lease or the Premises or Building junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2b) if If not enjoined or stayed, take steps to acquire or sell Tenant's Lessee’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due reasonable diligence. (b) . If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then the aforesaid provisions of this Section, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's ’s interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9Section 34.7, however, shall be construed to extend this the Lease beyond the original term thereof or thereof, as extended by any options to require a Leasehold Mortgagee to continue such foreclosure proceedings after extend the default has been curedLease Term. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying complies with Subsection 18.2.9(a) the aforesaid provisions of this Section, then upon the acquisition of Tenant's Lessee’s estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's Lessee’s interest in this Lease or the demised premises Premises or Building which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant Lessee is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant Lessee had not defaulted under this Lease. For the purposes of this Article, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee or its successor by assignment or in foreclosure or any transfer in lieu of foreclosure, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to secure Lessor’s consent to such assignment or transfer or to assume the performance of any of the terms, covenants or conditions on the part of the Lessee to be performed hereunder, but the purchaser at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be an assignee or transferee within the meaning of this Article, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Lessee to be performed hereunder. If the Leasehold Mortgagee or its designee shall become holder of the leasehold estate and if the Premises and/or Building shall have been or become materially damaged on, before or after the date of such purchase and assignment, the Leasehold Mortgagee or its designee shall be obligated to repair, replace or reconstruct the Building. Any Leasehold Mortgagee or other acquirer of the leasehold estate of Lessee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Lessee’s leasehold estate, without further consent of Lessor, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such Mortgagee or acquirer and thereafter be relieved of all obligations under this Lease; provided that such assignee has delivered to Lessor its written agreement to be bound by all of the provisions of this Lease. Notwithstanding any other provisions of this Lease, any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the leasehold estate hereby created.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six (6) month period:period (and during the period of any continuance referred to in subsection (e)(ii) below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed eighteen (18) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) Discretionary Transferee this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2 hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2 of this Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2 of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2 of this Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2 hereof.

Procedure on Default. (ai) If Landlord Lessor shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of TenantLessee, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (f) of this Section 19, the specified date for the termination of this Lease as fixed by Landlord Lessor in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) six-month period: (1) pay Pay or cause to be paid the rent, additional rent and other monetary obligations of Tenant Lessee under this Lease as the same become due, and continue its good faith efforts to perform all of TenantLessee's other obligations under this Lease, excepting (iA) obligations of Tenant Lessee to satisfy or otherwise discharge any lien, charge or other encumbrance against TenantLessee's interest in this Lease or the Leased Premises junior in priority to the lien of the mortgage Leasehold Mortgage held by such Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such defaultwhich shall include Section 20(c) and 20(d); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and, without limitation) (2) if not enjoined or stayedstayed or otherwise prohibited by legal process, take steps to acquire or sell TenantLessee's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (bii) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then subsection (g)(i), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed or otherwise prohibited by legal process and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9subsection (g) of this Section 19, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Lessee or a Leasehold Mortgagee in accordance with Section 19, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant Lease had not defaulted under this Lease. (ciii) If a Leasehold Mortgagee Mortgage is complying with Subsection 18.2.9(asubsection (g)(i) of this SectionSection 19, then upon the acquisition of TenantLessee's estate Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lienotherwise, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant Lessee had not defaulted under this Lease. (iv) For the purpose of this Section 19, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or the Leasehold Estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed top be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Lessee to be performed hereunder, but the purchaser at any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be an assignee or transferee within the meaning of this Section 19, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Lessee to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of the Leasehold Estate. If the Leasehold Mortgagee shall become holder of the Leasehold Estate and if the Improvements shall have been or become materially damaged on, before or after the date of such purchase and assignment, the Leasehold Mortgagee or its designee shall be obligated to repair, replace or reconstruct the Improvements if Lessee is obligated to do so under Section 15, only to the extent of the net insurance proceeds received by the Leasehold Mortgagee or its designee by reason of such damage. However, should such net insurance proceeds be insufficient to repair, replace or reconstruct the building or other improvements to the extent required by Section 15 and should the Leasehold Mortgagee or its designee choose not to fully reconstruct the Improvements to the extent required by said Section 15 such failure shall constitute an event of default under this Lease. (v) Any Leasehold Mortgagee or other acquirer of the Leasehold Estate of Lessee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquir ing Lessee's Leasehold Estate, without further consent of Lessor, sell and assign the Leasehold Estate on such terms and to such persons and organizations as are acceptable to such Leasehold Mortgagee or acquirer and thereafter be relieved of all obligations under this Lease; provided that such assignee has delivered to Lessor its written agreement to be bound by all of the provisions of this Lease. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created.

Procedure on Default. (a) i. If Landlord Ameristar shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of TenantXxxxxxx, and a Leasehold Mortgagee Lender shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided by subsection (e) of this Section 4.5, the specified date for the termination of this Lease as fixed by Landlord Ameristar in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee Lender shall, during such six (6) month period: (1) pay Pay or cause to be paid the rent, additional rent and other monetary obligations of Tenant Xxxxxxx under this Lease as the same become due, due and continue its good faith efforts to perform all of Tenant's Xxxxxxx'x other obligations under this Lease, excepting (iA) Xxxxxxx'x obligations to pay any percentage rents to Ameristar pursuant to Section 1.4(b) herein, at any time during which Xxxxxxx is delinquent on its monetary obligations to Leasehold Lender; (B) obligations of Tenant Xxxxxxx to satisfy or otherwise discharge any payment due to Leasehold Lender on its Leasehold Lien, or any lien, charge or encumbrance against Tenant's Xxxxxxx'x interest in this Lease or the Premises Leased Land junior in priority to the lien of the mortgage held by such Leasehold Mortgagee Lender; (C) reimbursement of amounts advanced by Ameristar to Leasehold Lender on behalf of Xxxxxxx to cure monetary defaults by Xxxxxxx on the obligation secured by the Leasehold Lien; and (iiD) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseLender; and (2) if not enjoined or stayed, take steps to acquire or sell Tenant's Xxxxxxx'x interest in this Lease by foreclosure of the Leasehold Mortgage Lien or other appropriate means and prosecute the same to completion with due diligence. (b) . ii. If at the end of such six (6) month period such Leasehold Mortgagee Lender is complying with Subsection 18.2.9(a) then subsection (f)(i), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee Lender of its proceedings shall continue so long as such Leasehold Mortgagee Lender is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee Lender proceeds to complete steps to acquire or sell Lessee's Xxxxxxx'x interest in this Lease by foreclosure of the Leasehold Mortgage Lien or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9subsection (f) of this Section 4.5, however, shall be construed to extend this Lease beyond the original term thereof or thereof, nor to require a Leasehold Mortgagee Lender to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee Lender shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant Xxxxxxx had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (a1) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by paragraph (f) of this Schedule, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six four (64) months, provided that such Leasehold Mortgagee shall, during such six four (64) month -month period: (1i) pay Pay or cause to be paid the Base Rent, additional rent and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason such as curing the bankruptcy or insolvency of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseTenant; and (2ii) if If not enjoined or stayed, take steps to acquire or sell TenantXxxxxx's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b2) If at the end of such six four (64) month -month period such Leasehold Mortgagee is complying complying, and thereafter continues to comply with Subsection 18.2.9(a) then paragraph (g)(l), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeTenant's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9paragraph (g) of this Schedule, however, shall be construed to extend this Lease beyond the original term thereof or as extended by any options to extend the term of this Lease properly exercised by Tenant in accordance with the provisions of this Schedule, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c3) If a Leasehold Mortgagee is complying with Subsection 18.2.9(aparagraph (g)(l) of this SectionSchedule, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) Purchaser, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (4) For the purposes of this Schedule, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder, but a Leasehold Mortgage Purchaser shall be deemed to be an assignee or transferee within the meaning of this Schedule, and such Leasehold Mortgage Purchaser shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment, but only for so long as such Leasehold Mortgage Purchaser is the owner of the Leasehold Estate. (5) Any Leasehold Mortgage Purchaser may, upon acquiring Tenant's leasehold estate hereunder, with the further consent of Landlord in accordance with Section 17, sell and assign such leasehold estate on such terms and to such person or entity as assignee as are acceptable to such Leasehold Mortgage Purchaser and thereafter be relieved of all obligations under this Lease, provided that such assignee has delivered to Landlord in accordance with Section 17 its written agreement to be bound by all of the provisions of this Lease. (6) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the leasehold estate hereby created in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the leasehold estate hereby created.

Procedure on Default. (a) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 1.6 above, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, shall during such six (6) month period: (1i) pay Pay or cause to be paid the Rent, additional rent, if any, and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's ’s other obligations under this Lease, excepting (ia) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises junior in priority to the lien of the mortgage Leasehold Mortgage held by such Leasehold Mortgagee Mortgagee, and (iib) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends the lack of funds, or the failure or refusal to cure any defaults by Landlord under this Leasespend funds, shall not be an excuse for a failure to cure); and (2ii) if If not enjoined or stayed, take steps to acquire or sell Tenant's Xxxxxx’s interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligencereasonable diligence and continuity. If such Leasehold Mortgagee is enjoined or stayed from taking such steps, the Leasehold Mortgagee shall use its best efforts to seek relief form such injunction or stay. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 1.7(a) then above, this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its such proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and continues to comply with the provisions of Section 1.7(a) above and, thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Leasehold Mortgage Mortgagee or by other appropriate means with reasonable diligencediligence and continuity. Nothing in this Subsection 18.2.9Section 1.7, however, shall be construed to extend this Lease beyond the original term thereof or term, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure foreclosing proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 1.7(a) of this Sectionabove, then upon (i) the acquisition of Tenant's estate ’s leasehold herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise and (and ii) the discharge of any lien, charge or encumbrance against the Tenant's ’s interest in this Lease or the demised premises Premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) , this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided, however, that such Leasehold Mortgagee or its designee or any other such party acquiring the Tenant’s leasehold estate created hereby shall agree in writing to assume all obligations of the Tenant hereunder, subject to the provisions of this Addendum 6. (d) For the purposes of this Addendum 6, the making of a Leasehold Mortgage shall not be deemed to constitute a complete assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the leasehold estate hereby created. The Leasehold Mortgagee, prior to foreclosure of the Leasehold Mortgage or other entry into possession of the leasehold estate, shall not be obligated to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder. The purchaser (including any Leasehold Mortgagee) at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee in lieu of the foreclosure of any Leasehold Mortgagee shall be deemed to be an assignee or transferee within the meaning of this Addendum 6, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of Tenant to be performed hereunder from and after the date of such purchase and assignment. (e) If a Leasehold Mortgagee, whether by foreclosure, assignment and/or deed in lieu of foreclosure, or otherwise, acquires Tenant’s entire interest in the Premises and all improvements thereon, the Leasehold Mortgagee shall have the right, without further consent of Landlord, to sell, assign or transfer Tenant’s entire interest in the Premises and all improvements thereon; provided that such purchaser, assignee or transferee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease and the purchaser, assignee or transferee is a Permitted Transferee or has previously been approved in writing by Landlord, which approval shall not be unreasonably withheld. A transfer that is made in compliance with the terms of this Section 1.7 shall be deemed to be a permitted sale, transfer or assignment. (f) Tenant shall not transfer, sell or assign any redemption rights from any foreclosure sale to any person which is not a Permitted Transferee or otherwise approved by Landlord in accordance with the provisions of Section 12 of the lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six four (64) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six four-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become duedue (in each case, regardless of whether such amount is allowed under any insolvency or bankruptcy law), and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six four (64) - month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) Qualified Transferee this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided that such Qualified Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Qualified Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Lease may, upon acquiring Tenant’s Leasehold Estate, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Lease is a Qualified Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Lease or the transferee is consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month periodcontinuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such or 17.1(e). (iii) If a Permitted Leasehold Mortgagee is enjoined complying with subsection (e)(i) of this Section 17.1, upon the acquisition of Tenant’s Leasehold Estate (or, to the extent applicable, the direct or stayed and thereafter for so long as indirect interests in Tenant) herein by such Permitted Leasehold Mortgagee, a Permitted Leasehold Mortgagee proceeds to complete steps to acquire Designee or sell Lessee's interest in this Lease an assignee thereof permitted by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedingsSection 22.2(i) hereof, this Lease shall continue in full force and effect as if Tenant had not defaulted under this LeaseLease provided that such successor cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured as provided in said subsection (e)(i). (civ) If a No Permitted Leasehold Mortgagee shall be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created by virtue of the Permitted Leasehold Mortgage so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (or, to the extent applicable, the purchaser of the direct or indirect interests in Tenant) (including a Permitted Leasehold Mortgagee if it is complying the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created (or, to the extent applicable, the assignee or transferee of the direct or indirect interests in Tenant) under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to all of the provisions, terms and conditions of this Lease including, without limitation, Section 22.2(i) hereof. (v) Notwithstanding any other provisions of this Lease, any Permitted Leasehold Mortgagee, Permitted Leasehold Mortgagee Designee or other acquirer of the Leasehold Estate of Tenant (or, to the extent applicable, the direct or indirect interests in Tenant) in accordance with Subsection 18.2.9(athe requirements of Section 22.2(i) of this SectionLease pursuant to foreclosure, then assignment in lieu of foreclosure or other similar proceedings of this Lease may, upon acquiring Tenant’s Leasehold Estate (or, to the acquisition extent applicable, the direct or indirect interests in Tenant), without further consent of Landlord, (x) sell and assign interests in the Leasehold Estate (or, to the extent applicable, the direct or indirect interests in Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise () as and to the discharge of any lien, charge or encumbrance against the Tenant's interest extent provided in this Lease or Lease, and (y) enter into Permitted Leasehold Mortgages in the demised premises which is junior in priority same manner as the original Tenant, as and to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated extent provided in this Lease, in each case under clause (x) or (y), subject to satisfy and discharge by reason of the terms of this Lease, including Article XVII and Section 22.2(i) hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease shall continue and of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in full force Tenant) in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and effect as of the Leasehold Estate hereby created (or, to the extent applicable, the direct or indirect interests in Tenant) in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall, solely if Tenant had not defaulted under and to the extent such sale, assignment or transfer complies with the requirements of Section 22.2(i) hereof, be deemed to be a permitted sale, transfer or assignment of this Lease; provided, that the foreclosing Permitted Leasehold Mortgagee or purchaser at foreclosure sale or successor purchaser must satisfy the requirements set forth in Section 22.2(i)(1) through (4).

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of exercise the Premises Put Right by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease or exercise of the Put Right as fixed by Landlord in its Default Termination/Put Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six (6) month period:period (and during the period of any continuance referred to in subsection (e)(ii) below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Lease shall not then terminateterminate and Landlord shall not exercise the Put Right, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed eighteen (18) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) Discretionary Transferee this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2 hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2 of this Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2 of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2 of this Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2 hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, months provided that such Permitted Leasehold Mortgagee shall, during such six (6) six-month period: (1) pay Pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not validly enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) then subsection (e)(i), this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue so long as such Permitted Leasehold Mortgagee is validly enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed three (3) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the proposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to be Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Xxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 17.1(d), the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance Encumbrance against Tenant's interest in this Master Lease or the Premises Leased Property or any of Tenant's other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeTenant's interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed diligence and continuity but not to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings exceed twelve (12) months after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon no longer so enjoined or stayed from prosecuting the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (same and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.no event longer than twenty-four

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Lease beyond the original term thereof as extended by any options to extend the term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) Discretionary Transferee this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): |US-DOCS\126208570.12|| (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such |US-DOCS\126208570.12|| Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Xxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (a1) If Landlord shall elect the Port Authority elects to terminate this Lease or obtain possession of the Premises Lessee’s leasehold interest by reason of any default an Event of TenantDefault, and a Leasehold Recognized Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 14A.5(b) above, the specified date for the termination of this Lease the Lessee’s leasehold interest as fixed by Landlord the Port Authority in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, provided that such Leasehold Recognized Mortgagee shall, during such six (6) month period: (1) , pay or cause to be paid the Rentals and other monetary obligations of Tenant the Lessee under this Lease Agreement as the same become due, due and continue its good faith efforts to perform all of Tenant's the Lessee’s other obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority Agreement as and to the lien extent provided in Section 14A.5(b) above, subject to the effects of the mortgage held by such Leasehold Mortgagee and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy any stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee which may offset amounts prevent it expends to cure any defaults by Landlord under this Lease; andfrom doing so. (2) if not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Recognized Mortgagee is complying with Subsection 18.2.9(a) then the foregoing paragraph (b), then, provided that such Recognized Mortgagee continues so to comply, this Lease Agreement shall not then terminate, and the time for completion by such Leasehold Recognized Mortgagee of its proceedings the actions being taken by it pursuant to paragraph (b)(iii) above shall continue so long be extended for such additional period of time as may be required for the completion thereof with all due diligence, taking into account the effect of any stay which may prevent the Recognized Mortgagee from proceeding with such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligenceactions. Nothing in this Subsection 18.2.9Article 14A, however, shall be construed to extend this Lease the term of the letting hereunder beyond the original term thereof Expiration Date or to require a Leasehold Recognized Mortgagee to continue such any foreclosure proceedings after completion of the cure of the default has been curedin respect of which the Termination Notice was issued. If the such default shall be is cured and the Leasehold Recognized Mortgagee shall discontinue discontinues such foreclosure proceedings, this Lease Agreement shall continue in full force and effect as if Tenant the Lessee had not defaulted under this LeaseAgreement. (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six so long as during such continuance: (6) months, provided that such 1)such Permitted Leasehold Mortgagee shall, during such six (6) month period: (1) shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee Mortgagee; and (including by reason of a bankruptcy stay or if possession of the Premises is required 2)subject to and in order to cure such defaultaccordance with Section 22.2(ii); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and (2) , if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligence. completion. (b) If at ii)Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease17.1(e). (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) and, if applicable, subsection (e)(ii) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Lxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 17.1(d), the specified date for the termination of this Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six not to exceed three (63) months; provided, provided that such Permitted Leasehold Mortgagee shall, during such six (6) month extension period: (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as the same become duedue (in each case, regardless of whether such amount is allowed under any insolvency or bankruptcy law), and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six three (63) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) then Section 17.1(e)(i), this Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with Section 17.1(e)(i)) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9Section 17.1(e), however, shall be construed to extend this Lease beyond the original term thereof hereof as extended by any options to extend the Term of this Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in Section 17.1(d) and Section 17.1(e) and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this SectionSection 17.1(e)(i), then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lienForeclosure Transferee, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease, provided, that such Foreclosure Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder; but the purchaser at any sale of this Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of Tenant to be performed hereunder and meet the qualifications of Section 22.2 or be reasonably consented to by Landlord in accordance with Section 22.1 hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(a)(i) may, upon acquiring Tenant’s Leasehold Estate, sell and assign the Leasehold Estate solely in accordance with the requirements of Article XXII of this Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created solely to the extent the successor tenant under this Lease is a Foreclosure Transferee and the transfer otherwise complies with the requirements of Section 22.2(a)(i) or the transferee is consented to by Landlord (in its sole discretion) in accordance with Section 22.1 hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this CLEC Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by Section 17.1(d), the specified date for the termination of this CLEC Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): 7575 (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this CLEC Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's other obligations under this CLEC Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance Encumbrance against Tenant's interest in this CLEC Master Lease or the Premises Leased Property or any of Tenant's other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this LeaseMortgagee; and (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's interest in this CLEC Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this CLEC Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell LesseeTenant's interest in this CLEC Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord's initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant's interests in this CLEC Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord's initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9Section 17.1(e), however, shall be construed to extend this CLEC Master Lease beyond the original term thereof as extended by any options to extend the term of this CLEC Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in Sections 17.1(d) and 17.1(e) and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this CLEC Master Lease shall continue in full force and effect as if Tenant had not defaulted under this CLEC Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this SectionSection 17.1(e)(i), then upon the acquisition of Tenant's estate Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary 7676 Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this CLEC Master Lease shall continue in full force and effect as if Tenant had not defaulted under this CLEC Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this CLEC Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this CLEC Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this CLEC Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this CLEC Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this CLEC Master Lease may, upon acquiring Tenant's Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this CLEC Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this CLEC Master Lease, any sale of this CLEC Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this CLEC Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this CLEC Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this CLEC Master Lease is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this CLEC Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Master Lease or obtain possession of the Premises by reason of any default Event of TenantDefault of Tenant that has occurred and is continuing, and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Master Lease as fixed by Landlord in its Default Termination Notice or for the obtaining of possession shall be extended for a period of six (6) months, ; provided that such Permitted Leasehold Mortgagee shall, during such six six-month period (6and during the period of any continuance referred to in subsection (e)(ii) month period:below): (1) pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Master Lease as the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Master Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Master Lease or the Premises Leased Property or any of Tenant’s other assets junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiB) past non-monetary nonmonetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default)Mortgagee; provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; andand ACTIVE/119768607.18 (2) if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Master Lease and the Leased Property by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligencecompletion. (bii) If at the end of such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) then above, this Master Lease shall not then terminate, and the time for completion by such Permitted Leasehold Mortgagee of its proceedings shall continue (provided that for the time of such continuance, such Permitted Leasehold Mortgagee is in compliance with subsection (e)(i) above) (x) so long as such Permitted Leasehold Mortgagee is enjoined or stayed pursuant to a bankruptcy or insolvency proceeding or other judicial order and if so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's Tenant’s interest in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligencediligence and continuity but not to exceed twelve (12) months after the Permitted Leasehold Mortgagee is no longer so enjoined or stayed from prosecuting the same and in no event longer than twenty-four (24) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof, and (y) if such Permitted Leasehold Mortgagee is not so enjoined or stayed, thereafter for so long as such Permitted Leasehold Mortgagee proceeds to complete steps to acquire or sell Tenant’s interests in this Master Lease by foreclosure of the Permitted Leasehold Mortgage or by other appropriate means with reasonable diligence and continuity but not to exceed twelve (12) months from the date of Landlord’s initial notification to Permitted Leasehold Mortgagee pursuant to Section 17.1(d) hereof. Nothing in this Subsection 18.2.9subsection (e) of this Section 17.1, however, shall be construed to extend this Master Lease beyond the original term thereof as extended by any options to extend the term of this Master Lease properly exercised by Tenant or a Permitted Leasehold Mortgagee in accordance with Section 1.4, nor to require a Permitted Leasehold Mortgagee to continue such foreclosure proceedings proceeding after the default has been cured. If the default shall be cured pursuant to the terms and within the time periods allowed in subsections (d) and (e) of this Section 17.1 and the Permitted Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease. (ciii) If a Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(asubsection (e)(i) of this SectionSection 17.1, then upon the acquisition of Tenant's estate ’s Leasehold Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in Discretionary Transferee this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Master Lease shall continue in full force and effect as if Tenant had not defaulted under this Master Lease, provided that such Discretionary Transferee cures all outstanding defaults that can be cured through the payment of money and all other defaults that are reasonably susceptible of being cured. ACTIVE/119768607.18 (iv) For the purposes of this Section 17.1, the making of a Permitted Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Master Lease nor of the Leasehold Estate hereby created, nor shall any Permitted Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Master Lease or of the Leasehold Estate hereby created so as to require such Permitted Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder; but the purchaser at any sale of this Master Lease (including a Permitted Leasehold Mortgagee if it is the purchaser at foreclosure) and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignee or transferee of this Master Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be subject to Article XXII hereof (including the requirement that such purchaser assume the performance of the terms, covenants or conditions on the part of the Tenant to be performed hereunder and meet the qualifications of Discretionary Transferee or be reasonably consented to by Landlord in accordance with Section 22.2(i) hereof). (v) Any Permitted Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings in accordance with the requirements of Section 22.2(iii) of this Master Lease may, upon acquiring Tenant’s Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate in accordance with the requirements of Section 22.2(iii) of this Master Lease and enter into Permitted Leasehold Mortgages in the same manner as the original Tenant, subject to the terms hereof. (vi) Notwithstanding any other provisions of this Master Lease, any sale of this Master Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Permitted Leasehold Mortgage, or the assignment or transfer of this Master Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Permitted Leasehold Mortgage, shall be deemed to be a permitted sale, transfer or assignment of this Master Lease and of the Leasehold Estate hereby created to the extent that the successor tenant under this Master Xxxxx is a Discretionary Transferee and the transfer otherwise complies with the requirements of Section 22.2(iii) of this Master Lease or the transferee is reasonably consented to by Landlord in accordance with Section 22.2(i) hereof.

Procedure on Default. (ai) If Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default Tenant Event of Tenant, Default that has occurred and is continuing and a Permitted Leasehold Mortgagee shall have delivered proceeded in the Nullification Notice set forth in Subsection 18.2.8manner provided for by subsection (d) of this Section 17.1, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession applicable cure periods available pursuant to Section 17.1(d) above shall continue to be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, so long as during such six (6) month period: continuance: (1) such Permitted Leasehold Mortgagee shall pay or cause to be paid the Rent, Additional Charges and other monetary obligations of Tenant under this Lease as 110 the same become due, and continue its good faith efforts to perform or cause to be performed all of Tenant's ’s other obligations under this Lease, excepting (iA) obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's ’s interest in this Lease or the Premises Leased Property or any of Tenant’s other assets that is/are (x) junior in priority to the lien of the mortgage or other security documents held by such Permitted Leasehold Mortgagee and (iiy) would be extinguished by the foreclosure of the Permitted Leasehold Mortgage that is held by such Permitted Leasehold Mortgagee and (B) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the Premises is required in order to cure such default)Mortgagee; provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord under this Lease; and and (2) subject to and in accordance with Section 22.2(i), if not enjoined or stayedstayed pursuant to a bankruptcy or insolvency proceeding or other judicial order, take steps such Permitted Leasehold Mortgagee shall diligently continue to acquire pursue acquiring or sell selling Tenant's ’s interest in this Lease and the Leased Property (or, to the extent applicable, the direct or indirect interests in Tenant) by foreclosure of the Permitted Leasehold Mortgage or other appropriate means and diligently prosecute the same to completion with due diligence. completion. (bii) If at Without limitation of Tenant’s right to deliver a Renewal Notice, it is agreed that a Permitted Leasehold Mortgagee also shall have the end right to deliver a Renewal Notice on behalf of Tenant during any period in which such six (6) month period such Permitted Leasehold Mortgagee is complying with Subsection 18.2.9(aSection 17.1(d) then this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease17.1(e). (c) If a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease.