Common use of Successor Landlord Clause in Contracts

Successor Landlord. 28.1 In the event that Landlord's interest in this Lease shall pass to or devolve upon another, or in the event that the rent accrued or to accrue hereunder shall be assigned, or in the event that one other than Landlord shall become entitled to collect the rent accrued or to accrue hereunder, then and in any such event, notice of the fact shall be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person who, under the terms of this Lease, shall give the notice, and, which is believed in good faith by Tenant to be genuine, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant shall be advised of any dispute as to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County in which the Premises are located for deposit to the account of Landlord and such claimant, and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agent.

Successor Landlord. 28.1 In If any Superior Lessor or Superior Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon another, or further evidence such attornment. Tenant hereby acknowledges that in the event that of such succession, then from and after the rent accrued date on which the Successor Landlord acquires Landlord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease against Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Premises; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease; (b) be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than Landlord shall become entitled of damage, casualty or condemnation; or (c) be required to collect the rent accrued or to accrue hereunder, then and in pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Rent shall give not be subject to any abatement, deduction, set-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed a default of Landlord or any other lessor that occurs prior to the Succession Date in good faith by Tenant to be genuine(a) (b) and (c) above. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Rent made prior to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County calendar month in which the Premises are located for Succession Date occurs, nor by any security deposit to the account of Landlord and such claimantthat is not actually delivered to, and received by, the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentSuccessor Landlord.

Successor Landlord. 28.1 In If any Superior Lessor or Superior Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon another, or further evidence such attornment. Tenant hereby acknowledges that in the event that of such succession, then from and after the rent accrued date on which the Successor Landlord acquires Landlord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease with respect to any obligations of any Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Property; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease; (b) be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than Landlord shall become entitled of damage, casualty or condemnation; or (c) be required to collect the rent accrued or to accrue hereunder, then and in pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Base Rent and Additional Rent (as provided in Articles 2 and 3 hereof) shall give not be subject to any abatement, deduction, set-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed in good faith by Tenant a default of Landlord or any other lessor that occurs prior to be genuinethe Succession Date. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Base Rent and Additional Rent made prior to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County calendar month in which the Premises are located for Succession Date occurs, nor by any security deposit to the account of Landlord and such claimantthat is not actually delivered to, and received by, the making of such payment to such bank or trust companySuccessor Landlord. Landlord, shall discharge Tenant request of any further obligation for Superior Mortgagee that such Superior Mortgagee execute the payment of subordination, non-disturbance and attornment agreement with Tenant, in the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentform as attached in Exhibit "F".

Successor Landlord. 28.1 In At the event that option of Landlord or any successor landlord, including 37 the holder of any Superior Mortgage, the purchaser of the mortgaged premises in foreclosure and any lessor under any Superior Lease who shall succeed to the Landlord's interest herein (collectively the "Successor Landlord"), Tenant agrees that neither the foreclosure of a Superior Mortgage, nor the institution of any suit, action, summary or other proceeding against the Landlord or any Successor Landlord, nor any foreclosure proceeding brought by the holder of any such Superior Mortgage to recover possession of the premises covered thereby, shall by operation of the law or otherwise result in cancellation or termination of this Lease or the obligations of the Tenant hereunder, and at the option and upon the request of any such Successor Landlord, Tenant covenants and agrees to attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct Lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease shall pass to or devolve upon another, or in the event except that the rent accrued or to accrue hereunder shall be assigned, or in the event that one other than Successor Landlord shall become entitled to collect the rent accrued not: (a) be liable for any previous act or to accrue hereunder, then and in any such event, notice omission of the fact shall Landlord under this Lease; (b) be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder subject to any person other than Landlord offset not expressly provided for in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person who, under the terms of this Lease, which theretofore shall give have accrued to Tenant against Landlord; and (c) be bound by any previous modification of this Lease or by any previous prepayment of more than one month's Fixed Rent or additional rent, unless such prepayment is received by the notice, and, which is believed Successor Landlord or modification or prepayment shall have been expressly approved in good faith writing by Tenant to be genuine, such payment shall constitute payment and discharge the lessor of the obligation Superior Lease or the holder of Tenant thus paid. In the event that Tenant Superior Mortgagee, through or by reason of which the Successor Landlord shall be advised of any dispute as have succeeded to the person to whom the rent under this Lease shall be payable, or shall receive notice rights of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County in which the Premises are located for deposit to the account of Landlord and such claimant, and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agent.

Successor Landlord. 28.1 In If any Superior Lessor or Superior Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon another, or further evidence such attornment. Tenant hereby acknowledges that in the event that of such succession, then from and after the rent accrued date on which the Successor Landlord acquires Landord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease with respect to any obligations of any Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Property; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease; (b) be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than Landlord shall become entitled of damage, casualty or condemnation; or (c) be required to collect the rent accrued or to accrue hereunder, then and in pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Base Rent and Additional Rent (as provided in Articles 2 and 3 hereof) shall give not be subject to any abatement, deduction, set-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed in good faith by Tenant a default of Landlord or any other lessor that occurs prior to be genuinethe Succession Date. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Base Rent and Additional Rent made prior to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County calendar month in which the Premises are located for Succession Date occurs, nor by any security deposit to the account of Landlord and such claimantthat is not actually delivered to, and received by, the making of such payment to such bank or trust companySuccessor Landlord. Landlord, shall discharge Tenant request of any further obligation for Superior Mortgagee that such Superior Mortgagee execute the payment of subordination, non-disturbance and attornment agreement with Tenant, in the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentform as attched in Exhibit "F".

Successor Landlord. 28.1 In the event that Landlord's interest in this Lease Agreement shall pass to or devolve upon another, or in the event that the rent accrued or to accrue hereunder shall be assigned, or in the event that one other than Landlord shall become entitled to collect the rent accrued or to accrue hereunder, then and in any such event, notice of the fact shall be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person who, under the terms of this LeaseAgreement, shall give the notice, and, which is believed in good faith by Tenant to be genuine, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant shall be advised of any dispute as to the person to whom the rent under this Lease Agreement shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this LeaseAgreement, into a bank or trust company in the County in which the Premises are located for deposit to the account of Landlord and such claimant, and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agent. References in this Article to rent mean Rent, Additional Rent and other amounts payable to Landlord hereunder.

Successor Landlord. 28.1 In the event that Landlord's interest in any Facility Mortgagee or the nominee or designee of any Facility Mortgagee shall succeed to the rights of Landlord under this Lease shall pass to (any such person, a “Successor Landlord”), whether through possession or devolve upon anothera Foreclosure Event or delivery of a new deed, or otherwise, at such Successor Landlord’s election, in the event that the rent accrued or its absolute discretion, such Successor Landlord may elect to accrue hereunder shall be assignedrecognize Tenant’s rights under this Lease as herein provided and, or in the event that one other than Landlord shall become entitled to collect the rent accrued or to accrue hereunder, then and in any such event, notice of the fact shall be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder attorn to and recognize the Successor Landlord as Tenant’s landlord under this Lease and Tenant shall promptly execute and deliver any person other than instrument that such Successor Landlord in accord with any notice purporting may reasonably request to be executed by or on behalf of Landlord, or by or on behalf of the person who, under evidence such attornment (provided that such instrument does not alter the terms of this Lease), shall give the noticewhereupon, and, which is believed in good faith by Tenant to be genuine, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant shall be advised of any dispute as to the person to whom the rent under this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord shall not be payable(a) liable in any way to Tenant for any act or omission, neglect or shall receive notice default on the part of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue prior landlord under this Lease, (b) responsible for any monies owing by or on deposit with any prior landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior landlord, (d) bound by any modification of this Lease entered into a bank subsequent to the execution of the applicable Facility Mortgage unless consented to by the applicable Facility Mortgagee as required under this Lease, or trust company by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the applicable Facility Mortgagee, (e) liable to Tenant beyond the Successor Landlord’s interest in the County in which Resort and the rents, income, receipts, revenues, issues and profits issuing from the Resort, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises are located ready for deposit occupancy by Tenant, (g) required to remove any Person occupying the account of Landlord and Premises or any part thereof, except if such claimantPerson claims by, and through or under the making of such payment Successor Landlord, or (h) required to such bank or trust company, shall discharge Tenant of pay Manager any further obligation for the payment of the rent or other charges hereunder so paidSale Buy-Out Amount. Tenant shall be under no obligation agrees at any time and from time to recognize any agent for the collection time to execute a suitable instrument in confirmation of rent accrued or Tenant’s agreement to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentattorn, as aforesaid.

Successor Landlord. 28.1 In Subject to the event that Landlord's interest in this Lease shall pass to or devolve upon anothertermination rights of any Facility Mortgagee, or in the event that any Facility Mortgagee or the rent accrued nominee or designee of any Facility Mortgagee shall succeed to accrue hereunder shall be assignedthe rights of Landlord under this Lease (any such person, a “Successor Landlord”), whether through possession or foreclosure action or delivery of a new deed, or in the event that one other than otherwise, at such Successor Landlord’s election, such Successor Landlord shall become entitled to collect the rent accrued or to accrue hereunder, then recognize Tenant’s rights under this Lease as herein provided and in any such event, notice of the fact shall be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder attorn to and recognize the Successor Landlord as Tenant’s landlord under this Lease and Tenant shall promptly execute and deliver any person other than instrument that such Successor Landlord in accord with any notice purporting may reasonably request to be executed by or on behalf of Landlord, or by or on behalf of the person who, under evidence such attornment (provided that such instrument does not alter the terms of this Lease), whereupon, this Lease shall give continue in full force and effect as a direct lease between the notice, and, which is believed in good faith by Successor Landlord and Tenant to be genuine, such payment shall constitute payment and discharge upon all of the obligation of Tenant thus paid. In terms, conditions and covenants as are set forth in this Lease, except that the event that Tenant shall be advised of any dispute as to Successor Landlord (unless formerly the person to whom the rent landlord under this Lease or its nominee or designee) shall not be payable(a) liable in any way to Tenant for any act or omission, neglect or shall receive notice default on the part of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise prior Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Lease entered into a bank subsequent to the execution of the applicable Facility Mortgage unless consented to by the applicable Facility Mortgagee as required under this Lease, or trust company by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the applicable Facility Mortgagee, (e) liable to Tenant beyond the Successor Landlord’s interest in the County in which Premises and the rents, income, receipts, revenues, issues and profits issuing from the Premises, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises are located ready for deposit occupancy by Tenant, or (g) required to remove any Person occupying the account of Landlord and Premises or any part thereof, except if such claimantPerson claims by, and through or under the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paidSuccessor Landlord. Tenant shall be under no obligation agrees at any time and from time to recognize any agent for the collection time to execute a suitable instrument in confirmation of rent accrued or Tenant’s agreement to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentattorn, as aforesaid.

Successor Landlord. 28.1 In If any Superior Lessor or Superior ------------------ Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon another, or further evidence such attornment. Tenant hereby acknowledges that in the event of such succession, then from and after the date on which the Successor Landlord acquires Landlord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease with respect to any obligations of any Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Premises; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease if and to the extent that such act, omission or default occurs prior to the rent accrued Succession Date; (b) except as required under Sections 13.3 and 17 of this Lease, be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than of damage, casualty or condemnation; (c) except as may be required to satisfy the obligations of Landlord shall become entitled under Section 13.3 and 27 regarding adjustment for payments for the Roof Repair if Tenant properly and timely exercises its option to collect purchase the rent accrued or Project (pursuant to accrue hereunderSection 27) prior to the time Landlord has completed the Roof Replacement, then and in be required to pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Rent (as provided in Sections 2 and 3 hereof) shall give not be subject to any abatement, deduction, act-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed in good faith by Tenant a default of Landlord or any other lessor that occurs prior to be genuinethe Succession Date. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Rent made prior to the person to whom calendar month in which the rent under this Lease shall be payableSuccession Date occurs, or shall receive notice of nor by any claim to Security that is not actually delivered to, and received by, the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Successor Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless The Successor Landlord shall, within twenty (20) days subject to the terms and conditions contained in this Lease, be bound by the terms and conditions of such advice by Tenantthis Lease, either advise including, but not limited to the right of the Tenant to pay purchase the rent in accord with such claim, Project or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County in which the Premises are located for deposit to the account of Landlord and such claimantassign that right, and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment right of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or renew this Lease pursuant to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentSection 26 herein.

Successor Landlord. 28.1 In Subject to the event that Landlord's interest termination rights of any Facility Mortgagee described in this Lease shall pass to or devolve upon anotherSection 12.1, or in the event that any Facility Mortgagee or the rent accrued nominee or designee of any Facility Mortgagee shall succeed to accrue hereunder shall be assignedthe rights of Landlord under this Lease (any such person, a “Successor Landlord”), whether through possession or a Foreclosure Event or delivery of a new deed, or otherwise, at such Successor Landlord’s election, in the event that one other than its absolute discretion, such Successor Landlord shall become entitled may elect to collect the rent accrued or to accrue hereunderrecognize Tenant’s rights under this Lease as herein provided and, then and in any such event, notice of the fact shall be given to Tenant by Landlord in writing, duly executed and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder attorn to and recognize the Successor Landlord as Tenant’s landlord under this Lease and Tenant shall promptly execute and deliver any person other than instrument that such Successor Landlord in accord with any notice purporting may reasonably request to be executed by or on behalf of Landlord, or by or on behalf of the person who, under evidence such attornment (provided that such instrument does not alter the terms of this Lease), shall give the noticewhereupon, and, which is believed in good faith by Tenant to be genuine, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant shall be advised of any dispute as to the person to whom the rent under this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord shall not be payable(a) liable in any way to Tenant for any act or omission, neglect or shall receive notice default on the part of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue prior landlord under this Lease, (b) responsible for any monies owing by or on deposit with any prior landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior landlord, (d) bound by any modification of this Lease entered into a bank subsequent to the execution of the applicable Facility Mortgage unless consented to by the applicable Facility Mortgagee as required under this Lease, or trust company by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the applicable Facility Mortgagee, (e) liable to Tenant beyond the Successor Landlord’s interest in the County in which Resort and the rents, income, receipts, revenues, issues and profits issuing from the Resort, (f) responsible for the performance of any work to be done by Landlord under this Lease to render the Premises are located ready for deposit occupancy by Tenant, (g) required to remove any Person occupying the account of Landlord and Premises or any part thereof, except if such claimantPerson claims by, and through or under the making of such payment Successor Landlord, or (h) required to such bank or trust company, shall discharge Tenant of pay Manager any further obligation for the payment of the rent or other charges hereunder so paidSale Buy-Out Amount. Tenant shall be under no obligation agrees at any time and from time to recognize any agent for the collection time to execute a suitable instrument in confirmation of rent accrued or Tenant’s agreement to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentattorn, as aforesaid.

Successor Landlord. 28.1 In Tenant agrees with Mortgagee that if Mortgagee shall succeed to the event that Landlord's interest in this Lease of Landlord under the Lease, Mortgagee shall pass to not be (a) liable for any action or devolve upon anotheromission of any prior Landlord under the Lease, or (b) subject to any offsets or defenses that Tenant might have against any prior Landlord, or (c) bound by any rent or additional rent that Tenant might have paid for more than the current month and the next succeeding month to any prior landlord (unless such rent or additional rent shall have been deposited in escrow with Mortgagee and be available for application by Mortgagee), providedto any prior Landlord, however, Tenant’s estimated payments towards its Common Area Charges, insurance, Real Estate Taxes, or otherwise shall not be deemed “paid in advance” when paid in accordance with the terms of the Lease, and such e stimated payments shall be credited to Tenant’s account and recognized by Mortgagee the same as if such estimated payments had actually been paid to Mortgagee, or (bor (d) bound by any assignment, amendment, or modification of the Lease made without Mortgagee’s consent. For the purpose of clause (b) in the prior sentence, the following shall be deemed not to be assignments, amendments, or modifications of the Lease that require Mortgagee’s prior consent for Mortgagee to be bound thereby: (i) an assignment that may be made under the lease without Landlord’s prior consent; (ii) an agreement that does not (A) decrease Tenant’s financial obligations under the Lease, or (B) alter Tenant’s or Landlord’s rights or obligations in the event that of a default by Tenant or Landlord under the rent accrued or to accrue hereunder shall be assignedLease, or (C) alter the term of the Lease (except as contemplated in the event Lease following casualty loss or condemnation), or (D) increase Landlord’s financial obligations under the Lease, or (E) modify or amend the assignment or alterations provisions of the Lease, or (e) liable for any security deposit or escrow deposit for taxes, insurance, common area maintenance, or similar payment made under the Lease except to the extent that one other than Landlord shall become entitled to collect the rent accrued or to accrue hereunder, then and in Mortgagee has actually received any such eventdeposit. Tenant further agrees with Mortgagee that Tenant will not voluntarily subordinate the Lease to any lien or encumbrance without Mortgagee’s consent. [In many Mortgagee’s forms of SNDAs, notice in addition to the limitations of subparts (a) a nd (b) above, there are clauses that Mortgagee “shall not be liable for any action or omission of any prior Landlord under the fact Lease ” and that Mortgagee “shall not be given subject to any offsets or defenses that Tenant by Landlord might have against any prior Landlord.” These clauses are not set forth in writing, duly executed and acknowledged by Landlord and, until the prior paragraph. If such notice and proof shall be given clauses are presented to Tenant, Tenant may continue request that such clauses have the caveats indicated below added to pay the rent accrued or to accrue hereunder them: [Tenant agrees with Mortgagee that if Mortgagee shall succeed to the one to whom, and in the manner in which, the last preceding installment interest of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person who, under the terms of this Lease, Mortgagee shall give the notice, and, which is believed in good faith by Tenant to not be genuine, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant shall be advised (x) liable for any action or omission of any dispute as to prior Landlord under the person to whom the rent under this Lease shall be payableLease; provided, or shall receive however, Tenant may give Mortgagee notice of any claim event of default that originated prior to, and continues to exist subsequent to, the succession of M ortgagee to the payment interest of rent or other charges hereunder due or “landlord” under the Lease (a “Continuing Default”), and Mortgagee shall have the same obligation to accrue hereunder from a person other than Landlordcure any such Continuing Default, and Tenant shall promptly advise Landlord in writing have the same rights and remedies, should Mortgagee fail to cure the Continuing Default, as if the Continuing Default had originated subsequent to the succession of Mortgagee to the existence and nature interest of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise landlord under the Tenant to pay the rent in accord with such claimLease, or shall supply (y) subject to any offsets or defenses that Tenant with a duly executed release might have against any prior Landlord except those offsets that arise after Tenant has notified Mortgagee and given Mortgagee an opportunity to cure as provided herein and that are for funds Tenant has expended to cure Landlord’s default of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County in which ’s maintenance obligations that directly and materially affect the Premises are located for deposit to the account of after neither Landlord and nor Mortgagee has cured any such claimant, and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paid. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentdefault.]

Successor Landlord. 28.1 In If any Superior Lessor or Superior Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon anotherfurther evidence such attornment, or provided that the Successor Landlord agrees in writing to recognize this Lease and not to disturb Tenant's possession of the Premises so long as Tenant is not in default under this Lease. Tenant hereby acknowledges that in the event of such succession, then from and after the date on which the Successor Landlord acquires Landlord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease with respect to any obligations of any Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Property; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease if and to the extent that such act, omission or default occurs prior to the rent accrued Succession Date; (b) except as required under Sections 13.2 and 18 of this Lease, be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than Landlord shall become entitled of damage, casualty or condemnation; or (c) be required to collect the rent accrued or to accrue hereunder, then and in pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Rent (as provided in Sections 2 and 3 hereof) shall give not be subject to any abatement, deduction, set-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed in good faith by Tenant a default of Landlord or any other lessor that occurs prior to be genuinethe Succession Date. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Rent made prior to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County calendar month in which the Premises are located for deposit Succession Date occurs, nor by any Security that is not actually delivered to, and received by, the Successor Landlord. Notwithstanding the foregoing provisions of this Section 6.3 to the account contrary, a Successor Landlord shall have liability for completion of Landlord and such claimant, the Work Items in accordance with Section 5.1 and the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paidConstruction Allowance in accordance with Rider No. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect 1, to the Premises until written notice of extent Landlord has not done so prior to the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agentSuccession Date.

Successor Landlord. 28.1 In If any Superior Lessor or Superior Mortgagee shall succeed to the event that rights of Landlord hereunder, then, at the request of such party (hereinafter referred to as "Successor Landlord"), Tenant shall attorn to and recognize each Successor Landlord as Tenant's interest in landlord under this Lease and shall pass promptly execute and deliver any instrument such Successor Landlord may reasonably request to or devolve upon another, or further evidence such attornment. Tenant hereby acknowledges that in the event of such succession, then from and after the date on which the Successor Landlord acquires Landlord's rights and interest under this Lease (the "Succession Date"), the rights and remedies available to Tenant under this Lease with respect to any obligations of any Successor Landlord shall be limited to the equity interest of the Successor Landlord in the Premises; and the Successor Landlord shall not (a) be liable for any act, omission or default of Landlord or other prior lessor under this Lease if and to the extent that such act, omission or default occurs prior to the rent accrued Succession Date; (b) except as required under Section 17 of this Lease, be required to make or complete any tenant improvements or capital improvements, or to accrue hereunder shall be assignedrepair, restore, rebuild or replace the Premises or any part thereof in the event that one other than Landlord shall become entitled of damage, casualty or condemnation; or (c) be required to collect the rent accrued or to accrue hereunder, then and in pay any such event, notice of the fact shall be given amounts to Tenant by Landlord in writing, duly executed that are due and acknowledged by Landlord and, until such notice and proof shall be given to Tenant, Tenant may continue to pay the rent accrued or to accrue hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid and each such installment shall, to the extent thereof, fully exonerate and discharge Tenant. In the event that Tenant shall pay rent or other charges hereunder to any person other than Landlord in accord with any notice purporting to be executed by or on behalf of Landlord, or by or on behalf of the person whopayable, under the express terms of this Lease, prior to the Succession Date. Additionally, from and after the Succession Date, Tenant's obligation to pay Rent (as provided in Sections 2 and 3 hereof) shall give not be subject to any abatement, deduction, set-off or counterclaim against the noticeSuccessor Landlord that arises as a result of, andor due to, which is believed in good faith by Tenant a default of Landlord or any other lessor that occurs prior to be genuinethe Succession Date. Moreover, such payment shall constitute payment and discharge of the obligation of Tenant thus paid. In the event that Tenant no Successor Landlord shall be advised bound by any advance payments of any dispute as Rent made prior to the person to whom the rent under this Lease shall be payable, or shall receive notice of any claim to the payment of rent or other charges hereunder due or to accrue hereunder from a person other than Landlord, Tenant shall promptly advise Landlord in writing of the existence and nature of such claim and, unless Landlord shall, within twenty (20) days of such advice by Tenant, either advise the Tenant to pay the rent in accord with such claim, or shall supply Tenant with a duly executed release of such claim by the claimant or a direction from such claimant to pay the rent to Landlord, Tenant shall be entitled to pay any installment of rent or other charges hereunder so claimed then due or thereafter to accrue under this Lease, into a bank or trust company in the County calendar month in which the Premises are located for deposit to the account of Landlord and such claimantSuccession Date occurs, nor by any Security that is not actually delivered to, and received by, the making of such payment to such bank or trust company, shall discharge Tenant of any further obligation for the payment of the rent or other charges hereunder so paidSuccessor Landlord. Tenant shall be under no obligation to recognize any agent for the collection of rent accrued or to accrue hereunder or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be explicitly given by the one appointing such agent.(SEE SPECIAL STIPULATION 3)