Common use of Separate Lease Clause in Contracts

Separate Lease. In the event of any termination of this Lease, in whole or in part, Lessor agrees to enter into a new lease (“Separate Lease”) of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.

Separate Lease. In If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the event provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any termination such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in whole a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in partall aspects be controlling, Lessor agrees except for FSG’s obligation to enter into a new lease (“Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Lease”) Leases, which obligation of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions in no event shall Tenant’s right to elect (including all options to renew but excluding requirements which are not applicable or which have already been fulfilledwithout Landlord’s approval) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such a Five Year Term Separate Lease within sixty (60) days after as provided in this Section 9.3 apply to any foreclosure of any Property or the date the Leasehold Mortgagee receives Lessor’s notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause any deed-in-lieu of foreclosure and Tenant’s right to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(belect (without Landlord’s approval) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Five Year Term Separate Lease shall terminate and be deemed to be of no further force or effect upon and following a New Lease and foreclosure or the provisions delivery of Section 40.15 shall applya deed-in-lieu of foreclosure. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.

Separate Lease. In If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the event provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any termination such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in whole a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in partall aspects be controlling, Lessor agrees except for FSG’s obligation to enter into a new lease (“Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Lease”) Leases, which obligation of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee in no event shall make written request upon Lessor for such Tenant’s right to elect (without Landlord’s approval) a Five Year Term Separate Lease within sixty as provided in this Section 9.3 apply to any foreclosure of any Property or the delivery of any deed-in-lieu of foreclosure and Tenant’s right to elect (60without Landlord’s approval) days after a Five Year Term Separate Lease shall terminate and be of no further force or effect upon and following a foreclosure or the date the Leasehold Mortgagee receives Lessor’s notice delivery of termination a deed-in-lieu of this Lease given pursuant to Section 22.4. foreclosure, and (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment ’s obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Rent under a Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply. not commence until Tenant has received at least ten (d10) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s days prior written notice of termination given pursuant to Section 22.4 such third party landlord’s name, address and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designeeother payment information. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.

Separate Lease. In the event of any termination of this Lease, in whole or in part, Lessor agrees to enter into a new lease (“Separate Lease”) of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.”

Separate Lease. In the event of any termination of this -------------- Lease, in whole or in part, Lessor agrees to enter into a new lease (“"Separate -------- Lease”") of the Leased Property(ies) in question with the Leasehold Mortgagee or ----- its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4.. ------------ (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate --------------- Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section ------- 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the ------- amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably ------------ susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a ------------ particular Leased Property as provided herein and in Section 40.15, (i) if, ------------- prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary ------------------- defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article III hereof; and (ii) Leasehold Mortgagee or its designee ----------- shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In the event of any termination of this Lease, -------------- in whole or in part, Lessor agrees to enter into a new lease (“"Separate Lease”") -------------- of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4.. ------------ (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate --------------- Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section ------- 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the ------- amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably ------------ susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section ------- 22.7, in connection with obtaining a New Lease with respect to a particular ---- Leased Property as provided herein and in Section 40.15, (i) if, prior to the ------------- effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section ------- 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such ----------- Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article ------- III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to --- cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In the event of any termination of this Lease, -------------- in whole or in part, Lessor agrees to enter into a new lease (“"Separate Lease”") -------------- of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4.. ------------ (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the --------------- Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be --------------- paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are ------------ reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section ------- 22.7, in connection with obtaining a New Lease with respect to a particular ---- Leased Property as provided herein and in Section 40.15, (i) if, prior to the ------------- effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section ------- 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such ----------- Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article ------- III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to --- cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In the event of any termination of this Lease, in whole or in part, Lessor agrees to enter into a new lease (“"Separate Lease”") of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In the event of any termination of this -------------- Lease, in whole or in part, Lessor agrees to enter into a new lease (“"Separate -------- Lease”") of the Leased Property(ies) in question with the Leasehold Mortgagee or ----- its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4.. ------------ (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate --------------- Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section ------- 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the ------- amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably ------------ susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section ------- 22.7, in connection with obtaining a New Lease with respect to a particular ---- Leased Property as provided herein and in Section 40.15, (i) if, prior to the ------------- effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section ------- 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such ----------- Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article III hereof; and (ii) Leasehold Mortgagee or its ----------- designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In the event of any termination of this -------------- Lease, in whole or in part, Lessor agrees to enter into a new lease (“"Separate -------- Lease”") of the Leased Property(ies) in question with the Leasehold Mortgagee or ----- its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4.. ------------ (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate --------------- Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section ------- 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the ------- amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably ------------ susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section ------- 22.7, in connection with obtaining a New Lease with respect to a particular ---- Leased Property as provided herein and in Section 40.15, (i) if, prior to the ------------- effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section ------- 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such ----------- Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article ------- III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to --- cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."

Separate Lease. In If Landlord either (a) conveys a Property to a party that is not an Affiliate of Landlord after complying with the event provisions of Sections 9.1 and 9.2, to the extent that the same ________________________________________________________________________________________________________________________ are applicable, or (b) conveys a Property at which Tenant’s Occupancy Percentage is twenty-five percent (25%) or less to an Affiliate of FSG, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Property, as landlord, which Separate Lease shall relate solely to the conveyed Property and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any termination such Separate Lease, a “Continuing Term Separate Lease”) or, at Tenant’s election and/or Landlord’s election, but, if at Landlord’s election, subject to disapproval by Tenant in Tenant’s sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a “Five Year Term Separate Lease”), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Contraction Premises are located in whole a Property that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Contraction Premises constitutes all of the Leased Premises at the Property) or a Contraction Sublease (if the Contraction Premises constitutes a portion, but less than all, of the Leased Premises at the Property) with FSG or, at FSG’s election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Properties subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Property by the new owner of the Property and Tenant, this Lease shall terminate with respect to such Property and the Separate Lease shall in partall aspects be controlling, Lessor agrees except for FSG’s obligation to enter into a new lease (“Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant’s exercise of Contraction Rights for any Property subject to Continuing Term Separate Lease”) Leases, which obligation of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of FSG shall continue so long as Tenant continues to have Contraction Rights under this Lease. Notwithstanding the foregoing, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions in no event shall Tenant’s right to elect (including all options to renew but excluding requirements which are not applicable or which have already been fulfilledwithout Landlord’s approval) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such a Five Year Term Separate Lease within sixty (60) days after as provided in this Section 9.3 apply to any foreclosure of any Property or the date the Leasehold Mortgagee receives Lessor’s notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause any deed-in-lieu of foreclosure and Tenant’s right to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(belect (without Landlord’s approval) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Five Year Term Separate Lease shall terminate and be deemed to be of no further force or effect upon and following a New Lease and foreclosure or the provisions delivery of Section 40.15 shall applya deed-in-lieu of foreclosure. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.

Separate Lease. In If Landlord conveys a Project to a party that is not an Affiliate of Landlord after complying with the event provisions of Sections 9.1 and 9.2, to the extent that the same are applicable, if so requested in writing by Landlord, Tenant, as tenant, shall execute a Separate Lease with the new owner of the Project, as landlord, which Separate Lease shall relate solely to the conveyed Project and shall (i) be for the same Term, including Renewal Terms, as would otherwise pertain under this Lease (any termination such Separate Lease, a "Continuing Term Separate Lease") or, at Landlord's election, but subject to disapproval by Tenant in Tenant's sole discretion, an initial term of five (5) years, with renewal terms of five (5) years each through the Expiration Date (any such Separate Lease, a "Five Year Term Separate Lease"), (ii) be for the same Annual Basic Rent, Excess Basic Rent, if any, and Additional Rent as would otherwise be payable under this Lease (regardless of whether the Separate Lease is a Continuing Term Separate Lease or a Five Year Term Separate Lease) and (iii) otherwise be on all of the same terms and conditions as set forth in this Lease, except that (A) if the Vacate Premises are located in whole a Project that is subject to a Continuing Term Separate Lease, Tenant shall exercise the Contraction Rights granted to Tenant under Article XI by entering into a Contraction Assignment (if the Vacate Premises constitutes all of the Leased Premises at the Project) or a Contraction Sublease (if the Vacate Premises constitutes a portion, but less than all, of the Leased Premises at the Project) with FSG or, at FSG's election, an Affiliate of FSG and (B) Tenant shall have no Contraction Rights under Article XI for any Projects subject to Five Year Term Separate Leases. Immediately upon the execution of a Separate Lease for a Project by the new owner of the Project and Tenant, this Lease shall terminate with respect to such Project and the Separate Lease shall in partall aspects be controlling, Lessor agrees except for FSG's obligation to enter into a new lease (“Contraction Assignment or a Contraction Sublease, as applicable, to effectuate Tenant's exercise of Contraction Rights for any Project subject to Continuing Term Separate Lease”) of the Leased Property(ies) in question with the Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s notice of termination of this Lease given pursuant to Section 22.4. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such termination and, in addition thereto, all reasonable expenses, including reasonable attorneys’ feesLeases, which Lessor obligation of FSG shall have incurred by reason of such termination and the execution and delivery of the Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply. (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s defaults of which said Leasehold Mortgagee was notified by Lessor’s notice of termination given pursuant to Section 22.4 and which are reasonably susceptible of being continue so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon long as Tenant had continues to have Contraction Rights under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section 22.7, in connection with obtaining a New Lease with respect to a particular Leased Property as provided herein and in Section 40.15, (i) if, prior to the effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee.

Separate Lease. In the event of any termination of this -------------- Lease, in whole or in part, Lessor agrees to enter into a new lease (“"Separate -------- Lease”") of the Leased Property(ies) in question with the Leasehold Mortgagee or ----- its designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) identical to this Lease, provided: (a) The Leasehold Mortgagee shall make written request upon Lessor for such Separate Lease within sixty (60) days after the date the Leasehold Mortgagee receives Lessor’s 's notice of termination of this Lease given pursuant to Section 22.4------- 22. (b) At the time of the execution and delivery of such Separate Lease, the Leasehold Mortgagee or its designee shall pay or cause to be paid to Lessor any and all sums which would at the time of execution and delivery thereof be due pursuant to 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 Separate Lease and which have not otherwise been received by Lessor from Tenant or other party in interest under Tenant. Upon the execution of such Separate Lease, Lessor shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the Separate --------------- Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the lease term of such Separate Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section ------- 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the ------- amount not in controversy, and the Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured. (c) Such Separate Lease shall be deemed to be a New Lease and the provisions of Section 40.15 shall apply.. ------------- (d) The Leasehold Mortgagee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Leasehold Mortgagee was notified by Lessor’s 's notice of termination given pursuant to Section 22.4 and which are reasonably ------------ susceptible of being so cured by Leasehold Mortgagee or its designee. (e) The tenant under such Separate Lease shall have the same right, title and interest in and to the Leased Properties to which such Separate Lease relates and the buildings and improvements thereon as Tenant had under this Lease. (f) The tenant under any such Separate Lease shall be liable to perform the obligations imposed on Tenant by such Separate Lease only during the period such tenant under such Separate Lease has ownership of such leasehold estate. (g) Notwithstanding anything to the contrary contained in this Section ------- 22.7, in connection with obtaining a New Lease with respect to a particular ---- Leased Property as provided herein and in Section 40.15, (i) if, prior to the ------------- effective date of any such New Lease, Lessor has exercised its right to collect amounts from Tenant with respect to such Leased Property pursuant to Section ------- 16.3(A)(ii) hereof, in order to cure existing monetary defaults relative to such ----------- Leased Property, Leasehold Mortgagee or its designee shall not be obligated to pay to Lessor any amount on account of the net present value of any Rent allocable to such Leased Property for the period from and after the effective date of such New Lease, but instead shall pay such Rent for such period at the time and in the manner set forth in such New Lease and consistent with ARTICLE Article ------- III hereof; and (ii) Leasehold Mortgagee or its designee shall not be required to --- cure any non-monetary defaults by Tenant that are not reasonably susceptible of being cured by Leasehold Mortgagee or its designee; and (iii) notwithstanding clause (iv) of the definition of "Refinancing Transaction," although Leasehold Mortgagee or its designee shall be obligated to assume Tenant's liability for all Unpaid Accrued Rent allocable to the applicable Leased Property as part of such New Lease, such Unpaid Accrued Rent, including any Unpaid Accrued Rent accruing after the effective date of such New Lease, shall not be due and payable until a Refinancing Transaction occurs under clause (i), (ii) or (iii) of the definition of "Refinancing Transaction."