Common use of Protection of Leasehold Mortgagees Clause in Contracts

Protection of Leasehold Mortgagees. For each Leasehold Mortgage, if Landlord is given a copy thereof and a written notice specifying the name and address of the Leasehold Mortgagee(s) thereunder and the recording data pertaining to such Leasehold Mortgage, then the following provisions shall apply with respect to such Leasehold Mortgage for so long as it shall remain unsatisfied of record: 9.2.1. There shall be no material modification or voluntary surrender of this Lease (unless due to the expiration of the Term) without the prior written consent of the Leasehold Mortgagee(s). 9.2.2. Landlord shall, concurrently with the delivery to Tenant of any notice required or permitted hereunder, deliver to each Leasehold Mortgagee a true copy of any Notice of Tenant’s Default, Notice of Termination, or other notices given to Tenant as provided for herein, and no such notice to Tenant shall be effective as to a Leasehold Mortgagee, until a copy of such notice is sent to such Leasehold Mortgagee. Each Leasehold Mortgagee shall thereupon have the period set forth below, after receipt of such notice by it or them, to remedy or cause to be remedied the defaults complained of, and Landlord shall accept such remedy by or at the instigation of any such Leasehold Mortgagee as if the same had been done by Tenant. Landlord and Tenant authorize the Leasehold Mortgagee to take any such action at the Leasehold Mortgagee’s option and do hereby authorize entry upon the Leased Premises by the Leasehold Mortgagee for such purposes. If there is more than one Leasehold Mortgagee, the Leasehold Mortgagee under the Mortgage which is prior in lien shall have the prior right to remedy or cure any such default; and the period within which such other Leasehold Mortgagee(s) may remedy such defaults shall be extended for a single additional period of thirty (30) days for such subordinate Leasehold Mortgagees, collectively, within which to effect such remedy or cure. The foregoing notwithstanding, nothing contained in this Section 9.2.2 shall (i) relieve Tenant of its responsibilities or liabilities hereunder, or (ii) obligate Landlord to recognize more than one Leasehold Mortgagee at any time; which such recognized Leasehold Mortgagee shall be entitled to all of the rights of a Leasehold Mortgagee hereunder. 9.2.3. Notwithstanding any other provision of this Lease, if, before the expiration of thirty (30) days following receipt of Notice of Termination, any Leasehold Mortgagee shall have (1) notified Landlord in writing of its desire to nullify such Notice of Termination; (2) paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid; and (3) complied or in good faith and with reasonable diligence and continuity, commence to comply within such thirty (30) days following receipt of the Notice of Termination with all of the other non- monetary requirements of this Lease as to which Tenant then is in default, and (4) shall continue to pursue such compliance to completion with reasonable diligence, then Landlord shall not be entitled to terminate this Lease, and any Notice of Termination theretofore given shall be void and of no further force and effect, provided, however, that the Leasehold Mortgagee shall not be required during such thirty (30) day period to cure or discharge any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises junior in priority to the lien of the Leasehold Mortgagee, except as required by the terms of Section 6.5 hereof. 9.2.4. In addition to the rights of Leasehold Mortgagees set forth in Section 9.2.3 above, each Leasehold Mortgagee shall have the right to postpone the date for the termination of this Lease as specified by Landlord in any Notice of Termination, for a period of not more than a total of six (6) additional months from the date specified in such Notice if, before the expiration of thirty (30) days following receipt of such Notice of Termination, such Leasehold Mortgagee (1) shall have notified Landlord in writing of its desire to postpone said termination date, (2) shall have paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid, (3) shall have agreed to comply with and perform all of the terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary obligations that are in default and are not reasonably susceptible of being cured by the Leasehold Mortgagee; and (4) shall, promptly, and if not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise and shall prosecute the same to completion with reasonable diligence and in the exercise of which Leasehold Mortgagee may exercise any and all remedies available to it under the loan documents evidencing or securing the Leasehold Mortgage. If at the end of said six (6) month period any Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Tenant’s interest herein and shall have promptly commenced and complied with the requirements of the preceding sentence and such Leasehold Mortgagee is delayed or impeded in its efforts to acquire or sell Tenant’s interest herein due to the pending nature of any proceeding brought by, for or against Tenant, including without limitation a voluntary or involuntary bankruptcy proceeding, then the time for completion by the Leasehold Mortgagee of its proceedings shall continue thereafter for so long as the Leasehold Mortgagee diligently and continuously proceeds to complete steps to acquire or sell Tenant’s interest in the Lease by foreclosure of the Leasehold Mortgage or by other appropriate means. Notwithstanding Leasehold Mortgagee’s right to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise, Tenant shall request any Leasehold Mortgagee to include in the loan documentation, a requirement that notice of default of a Leasehold Mortgage for the Park Golf Courses be provided to Landlord as well as to Tenant and that the Leasehold Mortgagee, prior to any foreclosure, or sale in lieu of foreclosure, against Tenant’s interest shall first offer the right to Landlord to cure the default by offering Landlord the opportunity to pay the outstanding balance of the Leasehold Mortgage. Refusal, or unreasonable conditioning of such a provision (in Tenant’s reasonable discretion), by a Leasehold Mortgagee to include such language shall not be a violation of this Lease. Nothing in this Section 9.2.4, however, shall be construed to extend the Lease beyond the original Term thereof in accordance with the Lease, nor to require the 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, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.5. If the Leasehold Mortgagee is complying with Section 9.2.4, upon the acquisition of the Lease by the 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 the Lease or the Leased Premises which is junior in priority to the lien of the Leasehold Mortgage and which the Tenant is obligated to satisfy and discharge by reason of the terms of the Lease, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.6. For the purposes of this Section 9.2, the granting of the Leasehold Mortgage by the Tenant shall not be deemed to constitute an assignment or transfer of the Lease, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of the Lease so as to require the 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 under the Lease. However, the purchaser at any sale of the Lease in any proceedings for the foreclosure of the Leasehold Mortgagee, or the assignee or assignment or transfer in lieu of the foreclosure of the Leasehold Mortgagee shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed under the Lease from and after the date of such purchase and assignment, (and such purchaser shall have no liability for the performance of the same arising prior to such date) but only for so long as such purchaser or assignee is the owner of the Lease. 9.2.7. The Leasehold Mortgagee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring the Lease, without further consent of Landlord, sell and assign the Lease on such terms and to such persons and organizations as are acceptable to the Leasehold Mortgagee and thereafter the Leasehold Mortgagee shall be relieved of all obligations under the Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all the provisions of the Lease. 9.2.8. Notwithstanding any other provisions of the Lease to the contrary, any sale of the Tenant’s interest in the Lease in any proceeding for the foreclosure of the Leasehold Mortgagee, or the assignment or transfer of the Lease in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of the Lease.

Protection of Leasehold Mortgagees. For each Leasehold MortgageIf Lessee, if Landlord is given a copy thereof and a written notice specifying or Lessee’s successors or assigns, shall mortgage this Lease in compliance with the name and address provisions of the Leasehold Mortgagee(s) thereunder and the recording data pertaining to such Leasehold Mortgagethis 0, then during the following provisions shall apply with respect to term of this Lease, so long as any such Leasehold Mortgage for so long as it shall remain unsatisfied of record: 9.2.1. There , the following provisions shall be no material modification or voluntary surrender apply:‌ Lessor, upon providing Lessee any notice of: (i) default under this Lease, (ii) a termination of this Lease (unless due to the expiration of the Term) without the prior written consent of the Leasehold Mortgagee(s). 9.2.2. Landlord shall, concurrently with the delivery to Tenant of any notice required or permitted hereunder, deliver to each Leasehold Mortgagee a true copy of any Notice of Tenant’s Default, Notice of TerminationLease, or other notices given to Tenant as provided for herein(iii) a matter on which Lessor may predicate or claim a default, and no such notice to Tenant shall be effective as to a Leasehold Mortgagee, until at the same time provide a copy of such notice is sent to such Leasehold Mortgagee. Each Leasehold Mortgagee shall thereupon have the period set forth below, after receipt of such notice by it or them, to remedy or cause to be remedied the defaults complained of, and Landlord shall accept such remedy by or at the instigation of any such Leasehold Mortgagee as if the same had been done by Tenant. Landlord and Tenant authorize the Leasehold Mortgagee if, and only if, Lessor has been provided notice in accordance with Section 0 and Lessor has consented to take any such action at the Leasehold Mortgagee’s option and do hereby authorize entry upon the Leased Premises by the Leasehold Mortgagee for such purposes. If there is more than one Leasehold Mortgagee, the Leasehold Mortgagee under the Mortgage which is prior in lien shall have the prior right to remedy or cure any such default; and the period within which such other Leasehold Mortgagee(s) may remedy such defaults shall be extended for a single additional period of thirty (30) days for such subordinate Leasehold Mortgagees, collectively, within which to effect such remedy or cure. The foregoing notwithstanding, nothing contained in this Section 9.2.2 shall (i) relieve Tenant of its responsibilities or liabilities hereunder, or (ii) obligate Landlord to recognize more than one Leasehold Mortgagee at any time; which such recognized Leasehold Mortgagee shall be entitled to all of the rights of a Leasehold Mortgagee hereunder. 9.2.3. Notwithstanding any other provision of this Lease, if, before the expiration of thirty (30) days following receipt of Notice of Termination, any Leasehold Mortgagee shall have (1) notified Landlord in writing of its desire to nullify such Notice of Termination; (2) paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid; and (3) complied or in good faith and with reasonable diligence and continuity, commence to comply within such thirty (30) days following receipt of the Notice of Termination with all of the other non- monetary requirements of this Lease as to which Tenant then is in default, and (4) shall continue to pursue such compliance to completion with reasonable diligence, then Landlord shall not be entitled to terminate this Lease, and any Notice of Termination theretofore given shall be void and of no further force and effect, provided, however, that the Leasehold Mortgagee shall not be required during such thirty (30) day period to cure or discharge any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises junior in priority to the lien of the Leasehold Mortgagee, except as required by the terms of Section 6.5 hereof. 9.2.4Mortgage. In addition to the rights event of Leasehold Mortgagees set forth in Section 9.2.3 above, each Leasehold Mortgagee shall have the right to postpone the date for the termination of this Lease as specified by Landlord a result of Lessee’s default, Lessor shall, in any Notice addition to providing the notices of Termination, for a period of not more than a total of six (6) additional months from the date specified in such Notice if, before the expiration of thirty (30) days following receipt of such Notice of Termination, such Leasehold Mortgagee (1) shall have notified Landlord in writing of its desire to postpone said termination date, (2) shall have paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid, (3) shall have agreed to comply with and perform all of the terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary obligations that are in default and are not reasonably susceptible of being cured by the Leasehold Mortgagee; and (4) shalltermination set forth above, promptly, and if not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise and shall prosecute the same to completion with reasonable diligence and in the exercise of which Leasehold Mortgagee may exercise any and all remedies available to it under the loan documents evidencing or securing the Leasehold Mortgage. If at the end of said six (6) month period any Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Tenant’s interest herein and shall have promptly commenced and complied with the requirements of the preceding sentence and such Leasehold Mortgagee is delayed or impeded in its efforts to acquire or sell Tenant’s interest herein due to the pending nature of any proceeding brought by, for or against Tenant, including without limitation a voluntary or involuntary bankruptcy proceeding, then the time for completion by provide the Leasehold Mortgagee of its proceedings shall continue thereafter for so long as the Leasehold Mortgagee diligently and continuously proceeds to complete steps to acquire or sell Tenant’s interest in with written notice that the Lease by foreclosure has been terminated (“Final Termination Notice“), together with a statement of all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, then known to Lessor. Lessor agrees to enter into a new lease (“New Lease“) of the Leasehold Mortgage or by other appropriate means. Notwithstanding Leasehold Mortgagee’s right to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise, Tenant shall request any Leasehold Mortgagee to include in the loan documentation, a requirement that notice of default of a Leasehold Mortgage for the Park Golf Courses be provided to Landlord as well as to Tenant and that the Leasehold Mortgagee, prior to any foreclosure, or sale in lieu of foreclosure, against Tenant’s interest shall first offer the right to Landlord to cure the default by offering Landlord the opportunity to pay the outstanding balance of the Leasehold Mortgage. Refusal, or unreasonable conditioning of Premises with such a provision (in Tenant’s reasonable discretion), by a Leasehold Mortgagee to include such language shall not be a violation of this Lease. Nothing in this Section 9.2.4, however, shall be construed to extend the Lease beyond the original Term thereof in accordance with the Lease, nor to require the 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, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.5. If the Leasehold Mortgagee is complying with Section 9.2.4, upon the acquisition of the Lease by the Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise and for the discharge of any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises which is junior in priority to the lien remainder of the Leasehold Mortgage and which the Tenant is obligated to satisfy and discharge by reason term of this Lease, effective as of the terms date of termination, at the Lease, the Lease shall continue in full force same Rent and effect as if Tenant had not defaulted under the Lease. 9.2.6. For the purposes of this Section 9.2, the granting of the Leasehold Mortgage by the Tenant shall not be deemed to constitute an assignment or transfer of the Lease, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of the Lease so as to require the 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 under the Lease. However, the purchaser at any sale of the Lease in any proceedings for the foreclosure of the Leasehold Mortgagee, or the assignee or assignment or transfer in lieu of the foreclosure of the Leasehold Mortgagee shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of upon the terms, covenants and conditions of this Lease; provided: Such Leasehold Mortgagee shall make written request upon Lessor for such New Lease within thirty (30) days after the date such Leasehold Mortgagee receives Lessor’s Final Termination Notice if any default specified in such notice can be cured by the payment of money (including any failure to pay any amounts due under any fee mortgage encumbering the Premises pursuant to Section 11.2), or within sixty (60) days after the date such Leasehold Mortgagee receives Lessor’s Final Termination Notice if no such default is capable of being cured by the payment of money. Such Leasehold Mortgagee shall pay or cause to be paid to Lessor at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease (including interest as required under the terms of this Lease) but for such termination, and, in addition thereto, all reasonable expenses, including reasonable attorneys’ fees, which Lessor shall have incurred by reason of such termination and the execution and delivery of the New Lease and which have not otherwise been received by Lessor from Lessee or other parties in interest under Lessee. Such Leasehold Mortgagee or such designee shall agree to remedy any of Lessee’s defaults of which said Leasehold Mortgagee was notified by Lessor’s Final Termination Notice and which are reasonably capable of being so cured by Leasehold Mortgagee or such designee. Any New Lease made pursuant to this Section 11.1.2(a) shall have the same priority with respect to any mortgage or other lien, charge or encumbrance on the part fee of the Tenant Premises as this Lease, and the Lessee under such New Lease shall have the same right, title and interest in and to the Premises and the Improvements as Lessee had under this Lease as of the date of the New Lease.‌‌ A Standard Mortgagee Clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be performed carried by Lessee hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Lease and the Leasehold Mortgage shall so provide; except that the Leasehold Mortgage may provide a manner for the disposition of such proceeds, if any, otherwise payable directly to the Lessee (but not such proceeds, if any, which are supposed to be payable to the Lessor or jointly to the Lessor and the Lessee) pursuant to the provisions of this Lease. Notices from Lessor to the Leasehold Mortgagee shall be mailed to the address furnished Lessor pursuant to Section 11.1.1. and those from the Leasehold Mortgagee to Lessor shall be mailed to the address designated pursuant to the provisions of Article 14. Such notices, demand and requests shall be given in the manner described in Article 14 and shall in all respects be governed by the provisions of that Article. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the Lease from terms of this Lease; and any Leasehold Mortgagee having made any payment to Lessor pursuant to Lessor’s wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof provided written demand therefor shall have been delivered not later than one (1) year after the date of such purchase and assignment, (and such purchaser shall have no liability for the performance of the same arising prior to such date) but only for so long as such purchaser or assignee is the owner of the Lease. 9.2.7payment. The rights of a Leasehold Mortgagee pursuant to foreclosure, assignment in lieu hereunder shall not diminish any right or claim of foreclosure or other proceedings may, upon acquiring the Lease, without further consent of Landlord, sell and assign the Lease on such terms and to such persons and organizations as are acceptable to the Leasehold Mortgagee and thereafter the Leasehold Mortgagee shall be relieved of all obligations under the Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all the provisions of the LeaseLessor against Lessee. 9.2.8. Notwithstanding any other provisions of the Lease to the contrary, any sale of the Tenant’s interest in the Lease in any proceeding for the foreclosure of the Leasehold Mortgagee, or the assignment or transfer of the Lease in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of the Lease.

Protection of Leasehold Mortgagees. For each Leasehold Mortgage, if Landlord is given a copy thereof and a written notice specifying the name and address of the Leasehold Mortgagee(s) thereunder and the recording data pertaining to such Leasehold Mortgage, then the following provisions shall apply with respect to So long as any such Leasehold Mortgage for so long as it shall remain unsatisfied of record, the following provisions shall apply: 9.2.1. There shall be no material (a) No cancellation, surrender or modification or voluntary surrender of this Lease (unless due to the expiration of the Term) without the prior written consent of the Leasehold Mortgagee(s). 9.2.2. Landlord shall, concurrently with the delivery to Tenant of any notice required or permitted hereunder, deliver to each Leasehold Mortgagee a true copy of any Notice of Tenant’s Default, Notice of Termination, or other notices given to Tenant as provided for herein, and no such notice to Tenant shall be effective as to a any Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee. (b) Landlord, until upon providing Tenant any notice of (i) a default under this Lease, (ii) a termination of this Lease, or (iii) a matter on which Landlord may predicate or claim a default, shall at the same time provide a copy of such notice is sent to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. No such notice by Landlord to Tenant shall be deemed to have been duly given unless and until a copy thereof has been so provided to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. From and after the date such notice has been given to Leasehold Mortgagee. Each , such Leasehold Mortgagee shall thereupon have the period set forth belowsame period, after receipt the giving of such notice upon it, for remedying any default or acts or omissions which are the subject matter of such notice which can be remedied by it such Leasehold Mortgage, or them, to remedy or cause causing the same to be remedied remedied, as is given Tenant after the defaults complained of, and giving of such notice to Tenant. Landlord shall accept such remedy performance by or at the instigation of any such Leasehold Mortgagee as if the same had been done by Tenant. . (c) Landlord and Tenant authorize the Leasehold Mortgagee agrees to take any such action at the Leasehold Mortgagee’s option and do hereby authorize entry upon the Leased Premises by the Leasehold Mortgagee for such purposes. If there is more than one Leasehold Mortgagee, the Leasehold Mortgagee under the Mortgage which is prior in lien shall have the prior right consent to remedy or cure any such default; and the period within which an amendment to this Lease to add such other Leasehold Mortgagee(s) provisions as may remedy such defaults shall be extended for a single additional period of thirty (30) days for such subordinate Leasehold Mortgagees, collectively, within which to effect such remedy or cure. The foregoing notwithstanding, nothing contained in this Section 9.2.2 shall (i) relieve Tenant of its responsibilities or liabilities hereunder, or (ii) obligate Landlord to recognize more than one Leasehold Mortgagee at any time; which such recognized Leasehold Mortgagee shall be entitled to all of the rights of a Leasehold Mortgagee hereunder. 9.2.3. Notwithstanding any other provision of this Lease, if, before the expiration of thirty (30) days following receipt of Notice of Termination, reasonably requested by any Leasehold Mortgagee shall have (1) notified Landlord in writing which are generally required by institutional lenders for leases of its desire to nullify such Notice of Termination; (2) paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid; and (3) complied or in good faith and with reasonable diligence and continuity, commence to comply within such thirty (30) days following receipt commercial properties of the Notice of Termination with all of the other non- monetary requirements of this Lease as type subject to which Tenant then is in default, and (4) shall continue to pursue such compliance to completion with reasonable diligence, then Landlord shall not be entitled to terminate this Lease, and any Notice of Termination theretofore given shall be void and of no further force and effect, provided, however, that the Leasehold Mortgagee shall not be required during such thirty (30) day period to cure or discharge any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises junior in priority to the lien of the Leasehold Mortgagee, except as required by the terms of Section 6.5 hereof. 9.2.4. In addition to the rights of Leasehold Mortgagees set forth in Section 9.2.3 above, each Leasehold Mortgagee shall have the right to postpone the date for the termination of this Lease as specified by Landlord in any Notice of Termination, for a period of not more than a total of six (6) additional months from the date specified in such Notice if, before the expiration of thirty (30) days following receipt of such Notice of Termination, such Leasehold Mortgagee (1) shall have notified Landlord in writing of its desire to postpone said termination date, (2) shall have paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid, (3) shall have agreed to comply with and perform all of the terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary obligations that are in default and are not reasonably susceptible of being cured by the Leasehold Mortgagee; and (4) shall, promptly, and if not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise and shall prosecute the same to completion with reasonable diligence and in the exercise of which Leasehold Mortgagee may exercise any and all remedies available to it under the loan documents evidencing or securing the Leasehold Mortgage. If at the end of said six (6) month period any Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Tenant’s interest herein and shall have promptly commenced and complied with the requirements of the preceding sentence and such Leasehold Mortgagee is delayed or impeded in its efforts to acquire or sell Tenant’s interest herein due to the pending nature of any proceeding brought by, for or against Tenant, including without limitation a voluntary or involuntary bankruptcy proceeding, then the time for completion by the Leasehold Mortgagee of its proceedings shall continue thereafter for so long as the Leasehold Mortgagee diligently and continuously proceeds to complete steps to acquire or sell Tenant’s interest in the Lease by foreclosure of the Leasehold Mortgage or by other appropriate means. Notwithstanding Leasehold Mortgagee’s right to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise, Tenant shall request any Leasehold Mortgagee to include in the loan documentation, a requirement that notice of default of a Leasehold Mortgage for the Park Golf Courses be provided to Landlord as well as to Tenant and that the Leasehold Mortgagee, prior to any foreclosure, or sale in lieu of foreclosure, against Tenant’s interest shall first offer the right to Landlord to cure the default by offering Landlord the opportunity to pay the outstanding balance of the Leasehold Mortgage. Refusal, or unreasonable conditioning of such a provision (in Tenant’s reasonable discretion), by a Leasehold Mortgagee to include such language shall not be a violation of this Lease. Nothing in this Section 9.2.4, however, shall be construed to extend the Lease beyond the original Term thereof in accordance with the Lease, nor to require the 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, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.5. If the Leasehold Mortgagee is complying with Section 9.2.4, upon the acquisition of the Lease by the 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 the Lease or the Leased Premises which is junior in priority to the lien of the Leasehold Mortgage and which the Tenant is obligated to satisfy and discharge by reason of the terms of the Lease, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.6. For the purposes of this Section 9.2, the granting of the Leasehold Mortgage by the Tenant shall not be deemed to constitute an assignment or transfer of the Lease, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of the Lease so as to require the 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 under the Lease. However, the purchaser at any sale of the Lease in any proceedings for the foreclosure of the Leasehold Mortgagee, or the assignee or assignment or transfer in lieu of the foreclosure of the Leasehold Mortgagee shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed under the Lease from and after the date of such purchase and assignment, (and such purchaser shall have no liability for the performance of the same arising prior to such date) but only for so long as such purchaser or assignee is the owner of the Lease. 9.2.7. The Leasehold Mortgagee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring the Lease, without further consent of Landlord, sell and assign the Lease on such terms and to such persons and organizations as are acceptable to the Leasehold Mortgagee and thereafter the Leasehold Mortgagee shall be relieved of all obligations under the Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all the provisions of the Lease. 9.2.8. Notwithstanding any other provisions of the Lease to the contrary, any sale of the Tenant’s interest in the Lease in any proceeding for the foreclosure of the Leasehold Mortgagee, or the assignment or transfer of the Lease in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of the Lease.

Protection of Leasehold Mortgagees. For each Leasehold Mortgage, if Landlord is given a copy thereof and a written notice specifying the name and address of the Leasehold Mortgagee(s) thereunder and the recording data pertaining to such Leasehold Mortgage, then the following provisions shall apply with respect to So long as any such Leasehold Mortgage for so long as it shall remain unsatisfied of record, the following provisions shall apply: 9.2.1. There shall be no material (a) No cancellation, surrender or modification or voluntary surrender of this Lease (unless due to the expiration of the Term) without the prior written consent of the Leasehold Mortgagee(s). 9.2.2. Landlord shall, concurrently with the delivery to Tenant of any notice required or permitted hereunder, deliver to each Leasehold Mortgagee a true copy of any Notice of Tenant’s Default, Notice of Termination, or other notices given to Tenant as provided for herein, and no such notice to Tenant shall be effective as to a any Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee. (b) Landlord, until upon providing Tenant any notice of (i) a default under this Lease, (ii) a termination of this Lease, or (iii) a matter on which Landlord may predicate or claim a default, shall at the same time provide a copy of such notice is sent to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. No such notice by Landlord to Tenant shall be deemed to have been duly given unless and until a copy thereof has been so provided to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. From and after the date such notice has been given to Leasehold Mortgagee. Each , such Leasehold Mortgagee shall thereupon have the period set forth belowsame period, after receipt the giving of such notice upon it, for remedying any default or acts or omissions which are the subject matter of such notice which can be remedied by it such Leasehold Mortgage, or them, to remedy or cause causing the same to be remedied remedied, as is given Tenant after the defaults complained of, and giving of such notice to Tenant. Landlord shall accept such remedy performance by or at the instigation of any such Leasehold Mortgagee as if the same had been done by Tenant. Landlord and Tenant authorize . (c) In the Leasehold Mortgagee to take any such action at the Leasehold Mortgagee’s option and do hereby authorize entry upon the Leased Premises by the Leasehold Mortgagee for such purposes. If there is more than one Leasehold Mortgagee, the Leasehold Mortgagee under the Mortgage which is prior in lien shall have the prior right to remedy or cure any such default; and the period within which such other Leasehold Mortgagee(s) may remedy such defaults shall be extended for a single additional period of thirty (30) days for such subordinate Leasehold Mortgagees, collectively, within which to effect such remedy or cure. The foregoing notwithstanding, nothing contained in this Section 9.2.2 shall (i) relieve Tenant of its responsibilities or liabilities hereunder, or (ii) obligate Landlord to recognize more than one Leasehold Mortgagee at any time; which such recognized Leasehold Mortgagee shall be entitled to all of the rights of event a Leasehold Mortgagee hereunder. 9.2.3. Notwithstanding any other provision of Mortgage acquires Tenant's leasehold interest under this Lease, if, before the expiration of thirty (30) days following receipt of Notice of Termination, any Leasehold Mortgagee shall have (1) notified Landlord in writing of its desire to nullify such Notice of Termination; (2) paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid; and (3) complied or in good faith and with reasonable diligence and continuity, commence to comply within such thirty (30) days following receipt of the Notice of Termination with all of the other non- monetary requirements of this Lease as to which Tenant then is in default, and (4) shall continue to pursue such compliance to completion with reasonable diligence, then Landlord shall not be entitled to terminate this Lease, and any Notice of Termination theretofore given shall be void and of no further force and effect, provided, however, that the Leasehold Mortgagee shall not be required during such thirty (30) day period to cure or discharge any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises junior in priority to the lien of the Leasehold Mortgagee, except as required by the terms of Section 6.5 hereof. 9.2.4. In addition to the rights of Leasehold Mortgagees set forth in Section 9.2.3 above, each Leasehold Mortgagee shall have the right to postpone the date for the termination of this Lease as specified by Landlord in any Notice of Termination, for a period of not more than a total of six (6) additional months from the date specified in such Notice if, before the expiration of thirty (30) days following receipt of such Notice of Termination, such Leasehold Mortgagee (1) shall have notified Landlord in writing of its desire to postpone said termination date, (2) shall have paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid, (3) shall have agreed to comply with and perform all of the terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary obligations that are in default and are not reasonably susceptible of being cured by the Leasehold Mortgagee; and (4) shall, promptly, and if not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise and shall prosecute the same to completion with reasonable diligence and in the exercise of which Leasehold Mortgagee may exercise any and all remedies available to it under the loan documents evidencing or securing the Leasehold Mortgage. If at the end of said six (6) month period any Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Tenant’s interest herein and shall have promptly commenced and complied with the requirements of the preceding sentence and such Leasehold Mortgagee is delayed or impeded in its efforts to acquire or sell Tenant’s interest herein due to the pending nature of any proceeding brought by, for or against Tenant, including without limitation a voluntary or involuntary bankruptcy proceeding, then the time for completion by the Leasehold Mortgagee of its proceedings shall continue thereafter for so long as the Leasehold Mortgagee diligently and continuously proceeds to complete steps to acquire or sell Tenant’s interest in the Lease by foreclosure of the Leasehold Mortgage or by other appropriate means. Notwithstanding otherwise, Landlord agrees to recognize said Leasehold Mortgagee’s right Mortgage as the tenant hereunder, subject to acquire or sell Tenant’s interest all of the terms and conditions of this Lease, including, without limitation, the subordination provisions in Section 18 hereof. (d) Subject always to Section 20.18 hereof, Landlord agrees to consent to any commercially reasonable amendment to this Lease as may be reasonably requested by foreclosure or otherwise, Tenant shall request any Leasehold Mortgagee to include in the loan documentation, a requirement that notice of default of a Leasehold Mortgage for the Park Golf Courses be provided to Tenant. If Landlord as well and Tenant disagree as to Tenant and that the Leasehold Mortgagee, prior to any foreclosure, or sale in lieu of foreclosure, against Tenant’s interest shall first offer the right to Landlord to cure the default by offering Landlord the opportunity to pay the outstanding balance of the Leasehold Mortgage. Refusal, or unreasonable conditioning reasonableness of such a provision (in Tenant’s reasonable discretion)request, by a Leasehold Mortgagee to include such language shall not be a violation of this Lease. Nothing in this Section 9.2.4, however, the dispute shall be construed submitted to extend the Lease beyond the original Term thereof in accordance with the Lease, nor to require the 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, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.5. If the Leasehold Mortgagee is complying with Section 9.2.4, upon the acquisition of the Lease by the 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 the Lease or the Leased Premises which is junior in priority to the lien of the Leasehold Mortgage and which the Tenant is obligated to satisfy and discharge by reason of the terms of the Lease, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.6. For the purposes of this Section 9.2, the granting of the Leasehold Mortgage by the Tenant shall not be deemed to constitute an assignment or transfer of the Lease, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of the Lease so as to require the 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 under the Lease. However, the purchaser at any sale of the Lease in any proceedings for the foreclosure of the Leasehold Mortgagee, or the assignee or assignment or transfer in lieu of the foreclosure of the Leasehold Mortgagee shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed under the Lease from and after the date of such purchase and assignment, (and such purchaser shall have no liability for the performance of the same arising prior to such date) but only for so long as such purchaser or assignee is the owner of the Lease. 9.2.7. The Leasehold Mortgagee arbitration pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring the Lease, without further consent of Landlord, sell and assign the Lease on such terms and to such persons and organizations as are acceptable to the Leasehold Mortgagee and thereafter the Leasehold Mortgagee shall be relieved of all obligations under the Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all the provisions of the LeaseSection 21. 9.2.8. Notwithstanding any other provisions of the Lease to the contrary, any sale of the Tenant’s interest in the Lease in any proceeding for the foreclosure of the Leasehold Mortgagee, or the assignment or transfer of the Lease in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of the Lease.

Protection of Leasehold Mortgagees. For each Leasehold Mortgage, if Landlord is given a copy thereof and a written notice specifying the name and address of the Leasehold Mortgagee(s) thereunder and the recording data pertaining to such Leasehold Mortgage, then the following provisions shall apply with respect to So long as any such Leasehold Mortgage for so long as it shall remain unsatisfied of record, the following provisions shall apply: 9.2.1. There shall be no material 17.2.1 No cancellation, surrender or modification or voluntary surrender of this Lease (unless due to the expiration of the Term) without the prior written consent of the Leasehold Mortgagee(s). 9.2.2. Landlord shall, concurrently with the delivery to Tenant of any notice required or permitted hereunder, deliver to each Leasehold Mortgagee a true copy of any Notice of Tenant’s Default, Notice of Termination, or other notices given to Tenant as provided for herein, and no such notice to Tenant shall be effective as to a any Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee. 17.2.2 Landlord, until upon providing Tenant any notice of (i) a default under this Lease, (ii) a termination of this Lease, or (iii) a matter on which Landlord may predicate or claim a default, shall at the same time provide a copy of such notice is sent to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. No such notice by Landlord to Tenant shall be deemed to have been duly given unless and until a copy thereof has been so provided to every Leasehold Mortgagee of which Landlord has been provided notice in accordance with this section. From and after the date such notice has been given to Leasehold Mortgagee. Each , such Leasehold Mortgagee shall thereupon have the period set forth belowsame period, after receipt the giving of such notice upon it, for remedying any default or acts or omissions which are the subject matter of such notice which can be remedied by it such Leasehold Mortgage, or them, to remedy or cause causing the same to be remedied remedied, as is given Tenant after the defaults complained of, and giving of such notice to Tenant. Landlord shall accept such remedy performance by or at the instigation of any such Leasehold Mortgagee as if the same had been done by Tenant. . 17.2.3 Landlord and Tenant authorize the Leasehold Mortgagee agrees to take any such action at the Leasehold Mortgagee’s option and do hereby authorize entry upon the Leased Premises by the Leasehold Mortgagee for such purposes. If there is more than one Leasehold Mortgagee, the Leasehold Mortgagee under the Mortgage which is prior in lien shall have the prior right consent to remedy or cure any such default; and the period within which an amendment to this Lease to add such other Leasehold Mortgagee(s) provisions as may remedy such defaults shall be extended for a single additional period of thirty (30) days for such subordinate Leasehold Mortgagees, collectively, within which to effect such remedy or cure. The foregoing notwithstanding, nothing contained in this Section 9.2.2 shall (i) relieve Tenant of its responsibilities or liabilities hereunder, or (ii) obligate Landlord to recognize more than one Leasehold Mortgagee at any time; which such recognized Leasehold Mortgagee shall be entitled to all of the rights of a Leasehold Mortgagee hereunder. 9.2.3. Notwithstanding any other provision of this Lease, if, before the expiration of thirty (30) days following receipt of Notice of Termination, reasonably requested by any Leasehold Mortgagee shall have (1) notified Landlord in writing which are generally required by institutional lenders for leases of its desire to nullify such Notice of Termination; (2) paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid; and (3) complied or in good faith and with reasonable diligence and continuity, commence to comply within such thirty (30) days following receipt commercial properties of the Notice of Termination with all of the other non- monetary requirements of this Lease as type subject to which Tenant then is in default, and (4) shall continue to pursue such compliance to completion with reasonable diligence, then Landlord shall not be entitled to terminate this Lease, and any Notice of Termination theretofore given shall be void and of no further force and effect, provided, however, that the Leasehold Mortgagee shall not be required during such thirty (30) day period to cure or discharge any lien, charge or encumbrance against the Tenant’s interest in the Lease or the Leased Premises junior in priority to the lien of the Leasehold Mortgagee, except as required by the terms of Section 6.5 hereof. 9.2.4. In addition to the rights of Leasehold Mortgagees set forth in Section 9.2.3 above, each Leasehold Mortgagee shall have the right to postpone the date for the termination of this Lease as specified by Landlord in any Notice of Termination, for a period of not more than a total of six (6) additional months from the date specified in such Notice if, before the expiration of thirty (30) days following receipt of such Notice of Termination, such Leasehold Mortgagee (1) shall have notified Landlord in writing of its desire to postpone said termination date, (2) shall have paid to Landlord all rent, late charges and other payments then due from Tenant hereunder but unpaid, (3) shall have agreed to comply with and perform all of the terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary obligations that are in default and are not reasonably susceptible of being cured by the Leasehold Mortgagee; and (4) shall, promptly, and if not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise and shall prosecute the same to completion with reasonable diligence and in the exercise of which Leasehold Mortgagee may exercise any and all remedies available to it under the loan documents evidencing or securing the Leasehold Mortgage. If at the end of said six (6) month period any Leasehold Mortgagee shall be actively engaged in steps to acquire or sell Tenant’s interest herein and shall have promptly commenced and complied with the requirements of the preceding sentence and such Leasehold Mortgagee is delayed or impeded in its efforts to acquire or sell Tenant’s interest herein due to the pending nature of any proceeding brought by, for or against Tenant, including without limitation a voluntary or involuntary bankruptcy proceeding, then the time for completion by the Leasehold Mortgagee of its proceedings shall continue thereafter for so long as the Leasehold Mortgagee diligently and continuously proceeds to complete steps to acquire or sell Tenant’s interest in the Lease by foreclosure of the Leasehold Mortgage or by other appropriate means. Notwithstanding Leasehold Mortgagee’s right to acquire or sell Tenant’s interest in this Lease by foreclosure or otherwise, Tenant shall request any Leasehold Mortgagee to include in the loan documentation, a requirement that notice of default of a Leasehold Mortgage for the Park Golf Courses be provided to Landlord as well as to Tenant and that the Leasehold Mortgagee, prior to any foreclosure, or sale in lieu of foreclosure, against Tenant’s interest shall first offer the right to Landlord to cure the default by offering Landlord the opportunity to pay the outstanding balance of the Leasehold Mortgage. Refusal, or unreasonable conditioning of such a provision (in Tenant’s reasonable discretion), by a Leasehold Mortgagee to include such language shall not be a violation of this Lease. Nothing in this Section 9.2.4, however, shall be construed to extend the Lease beyond the original Term thereof in accordance with the Lease, nor to require the 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, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.5. If the Leasehold Mortgagee is complying with Section 9.2.4, upon the acquisition of the Lease by the 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 the Lease or the Leased Premises which is junior in priority to the lien of the Leasehold Mortgage and which the Tenant is obligated to satisfy and discharge by reason of the terms of the Lease, the Lease shall continue in full force and effect as if Tenant had not defaulted under the Lease. 9.2.6. For the purposes of this Section 9.2, the granting of the Leasehold Mortgage by the Tenant shall not be deemed to constitute an assignment or transfer of the Lease, nor shall the Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of the Lease so as to require the 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 under the Lease. However, the purchaser at any sale of the Lease in any proceedings for the foreclosure of the Leasehold Mortgagee, or the assignee or assignment or transfer in lieu of the foreclosure of the Leasehold Mortgagee shall be deemed to be an assignee or transferee, and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed under the Lease from and after the date of such purchase and assignment, (and such purchaser shall have no liability for the performance of the same arising prior to such date) but only for so long as such purchaser or assignee is the owner of the Lease. 9.2.7. The Leasehold Mortgagee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring the Lease, without further consent of Landlord, sell and assign the Lease on such terms and to such persons and organizations as are acceptable to the Leasehold Mortgagee and thereafter the Leasehold Mortgagee shall be relieved of all obligations under the Lease; provided that such assignee has delivered to Landlord its written agreement to be bound by all the provisions of the Lease. 9.2.8. Notwithstanding any other provisions of the Lease to the contrary, any sale of the Tenant’s interest in the Lease in any proceeding for the foreclosure of the Leasehold Mortgagee, or the assignment or transfer of the Lease in lieu of the foreclosure of the Leasehold Mortgage shall be deemed to be a permitted sale, transfer or assignment of the Lease.