Common use of Leasehold Financing Clause in Contracts

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything Subject to the contrary contained in this Lease, Landlord’s rights under Sections 8.2 and 8.3 Tenant may at any time and from time to time Lessee may mortgage, pledge and encumber its interests in during the term of this Lease subject Tenant’s leasehold estate and attendant rights created under this Lease to one or more mortgages as security for a loan or loans or other obligations of Tenant; provided that Tenant shall not have power to create any encumbrance that shall, constitute in any subleasesway a lien or encumbrance on the Landlord’s fee interest in the Land. The holder or holders of any lien created by a mortgage secured by Tenant’s leasehold estate are referred to herein as “Leasehold Mortgagees.” A Leasehold Mortgagee or its assigns may enforce its lien and acquire title to the leasehold estate in any lawful way and, pending foreclosure of the lien, the Leasehold Mortgagee may take possession of the Land and operate any business and, perform all obligations of Tenant, and assign this Lease and any subleaseson foreclosure of the lien by power of sale, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Leasejudicial foreclosure, or on acquisition of the leasehold estate hereby createdby deed in lieu of foreclosure, nor cause the holder of Leasehold Mortgagee may, on notice to Landlord, sell and assign the leasehold mortgage (a “Mortgagee”) estate hereby created subject to be deemed an assignee of the same limitations or conditions, if any, applicable to the Tenant under this Lease. Such Mortgagee (The Leasehold Mortgages or its nominee) any person or entity acquiring the leasehold estate shall be deemed an assignee of this Lease only at such time it succeeds liable to the Lesseeperform Tenant’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest only during the period, if any, in which such person has ownership of the leasehold estate or possession of the Land. For as long as there is any leasehold mortgage in effect, Tenant and Landlord hereby expressly stipulate and agree that they will not modify this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing Lease in any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in way nor cancel this Lease by way mutual agreement without the written consent of foreclosure, assignment the Leasehold Mortgagee having that leasehold mortgage. A Leasehold Mortgagee shall have such further rights and responsibilities as hereinafter set forth in lieu Paragraph 16.5 of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything to the contrary contained Lessee shall obtain Lessor’s written consent, which may be given or withheld in this LeaseLessor’s sole and absolute discretion, at before procuring any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or loan and/or entering into any other such assignmentarrangement (singly or collectively, pledge or encumbrancea “Lessee Loan”) which would have the effect of creating a Leasehold Mortgage, except for a Lessee Loan which meets each of the following requirements (in which case Lessor’s consent shall not be deemed required): (a) The proceeds of the Lessee Loan shall be used by Lessee to constitute a prohibited assignment pay the cost of any Alterations to be made by Lessee, or to provide permanent or mini-permanent financing for Lessee’s leasehold estate created by this Lease, ; (b) The Lessee Loan shall be with a commercial bank or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage other institutional or private lender (a “MortgageeLender”) to be deemed an assignee which has assets of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One over Five Hundred Million Dollars ($100,000,000500,000,000.00) and upon (which amount shall escalate on each Adjustment Date in an amount equal to the percentage increase in the CPI occurring since the last Adjustment Date, or in the case of the first such assignment, such assignee adjustment the Term Commencement Date); (c) The Lessee Loan shall be released from all further liability under for a maximum aggregate principal amount (including any optional or mandatory advances, and including any prior Lessee Loan that will not be fully repaid concurrently with the closing of such Lessee Loan) that does not exceed seventy-five percent (75%) of the value of Lessee’s leasehold estate created by this Lease; providedLease at the time of loan closing (inclusive of Lessee’s leasehold interest in the Improvements), howeverand the DSCR (following the closing of such Lessee Loan) shall not be less than 1.4; (d) The Leasehold Mortgage securing the Lessee Loan shall encumber Lessee’s entire leasehold interest in the Premises, including Lessee’s leasehold interest in the Improvements, and the Lender shall expressly agree for the benefit of Lessor that the provisions hereof Premises is a single integrated project and there shall become null and void upon such assignmentbe no partial foreclosure, partial deed in lieu, or other Transfer of anything less than Lessee’s entire leasehold interest in the Premises, including Lessee’s entire leasehold interest in the Improvements; and (e) The Lessee Loan shall not be cross-defaulted or cross-collateralized with any other obligations of Lessee to Lender or any Affiliate of Lender not arising with respect to the Lessee Loan, or with the obligations of any Affiliate of Lessee or any other Person, except for any guaranty or other credit enhancement that may be provided by an Affiliate of Lessee to the Lender in consideration of the Lessee Loan. When used Lessee may encumber its leasehold interest in this Lease, “mortgage” shall include whatever security instruments are used including its leasehold interest in the locality Improvements, only in accordance with this Section 15.5. Lessee shall provide to Lessor, within not more than thirty (30) days following the recordation of any Leasehold Mortgage, a true and correct copy thereof, together with a summary in reasonable detail of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, payment terms and other documentation required pursuant material monetary obligations of the Lessee under the loan documents secured by such Leasehold Mortgage to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true extent not expressly set forth in the copy of the leasehold mortgageLeasehold Mortgage provided by Lessee to Lessor. No Lessee Loan shall contain any provisions that would be inconsistent with or impair in any manner the rights and interests of Lessor under this Lease, together with written notice specifying provided that the name and address exercise of the Mortgagee Lessor’s rights and remedies under this Lease on account of an Event of Default shall be subject to the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: of Section 15.7 hereof. There shall be no cancellation, surrender modification of a Lessee Loan or modification Leasehold Mortgage that would be inconsistent with any of the requirements of this Lease without Lessor’s prior written consent, which may be granted or withheld in Lessor’s sole and absolute discretion. Lessor shall execute and deliver to Lessee, within ten (10) Business Days following Lessee’s request, for the benefit of any Lender, and provided that the pertinent particulars of the applicable Lessee Loan are described in such request from Lessee, a certificate stating whether a Lessee Loan which is proposed to be, or has been, funded by Lessor such Lender will satisfy the requirements of this Section 15.5 and Lessee without entitle the prior consent Lender to the benefits contained in writing Section 15.7 of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with in any notice other provision hereof which expressly runs in favor of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by LesseeLender.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time (a) Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and encumber its property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a "Leasehold Mortgage" and the holder thereof is herein referred to as "Leasehold Mortgagee"). Any such Leasehold Mortgage shall be a lien only upon Tenant's leasehold estate hereunder and Tenant's interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed encumber Landlord's fee simple title to constitute the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a prohibited assignment of this Lease, or of "Successor-Tenant") may acquire title to Tenant's interest in the leasehold estate hereby createdin the Leased Premises in any lawful way, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgageincluding but not limited to, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of through foreclosure, assignment in lieu of foreclosure foreclosure, or otherwise. In such event, the exercise of any other remedies relating Successor-Tenant shall succeed to the enforcement rights of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest Tenant under this Lease, no merger including the right to possession of the Leased Premises, in which event Landlord shall result therefrom and both recognize the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in Successor-Tenant as the tenant under this Lease, simultaneously serve a copy the same as if such Successor-Tenant were the original tenant hereunder. (b) Tenant shall notify Landlord (and any Fee Mortgagee, as hereinafter defined in Section 56(d) below), in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Leasehold Mortgagee. Upon receipt such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such notice the mortgagee shall have the same periodLeasehold Mortgagee, after and commencing upon receipt of such noticewritten request by Tenant, to elect execute and deliver to Tenant and Leasehold Mortgagee a "Landlord's Agreement" whereby Landlord agrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. (c) Landlord does hereby waive any statutory or other lien of the Landlord in its sole discretionTenant's present and after-acquired assets, including among other things, Tenant's inventory and equipment. To evidence such waiver for the benefit of Tenant's existing lender, Landlord shall, simultaneously with the execution and delivery of this Lease, execute and deliver to Tenant the "Landlord's Waiver" attached hereto and made a part hereof as Exhibit "H". (d) In the event that, at any time prior to remedy the execution of this Lease and the recordation of a memorandum of lease in accordance with Section 47 hereof, Landlord has mortgaged or cause otherwise encumbered the fee simple title to the Premises, Landlord shall deliver to Tenant a commercially reasonable SNDA (as defined in Section 11) containing terms substantially similar to the terms of the document so entitled attached hereto and made a part hereof as Exhibit "I", duly executed by the holder of any such mortgage or encumbrance (the "Fee Mortgagee"). Landlord agrees that Tenant's obligations hereunder shall be remedied contingent upon delivery by Landlord to Tenant of an SNDA executed by the defaults complained ofFee Mortgagee on or before the Commencement Date, and Lessor shall accept such performance as if the same had been done by Lesseemore fully set forth in Section 11.

Leasehold Financing. Notwithstanding anything Lessee shall have the right, without being required to obtain the Lessor's consent (but subject to the contrary contained provisions as set forth under this Paragraph 8) to encumber Lessee's leasehold interest in this Leasethe Demised Premises together with any and all improvements, at any time and from time structures, buildings or other betterments presently or in the future erected thereon (the "Lessee's Estate") pursuant to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses one or more mortgages and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage instruments (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such asincluding, without limitation, mortgagesand by way of illustration, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, agreements and other documentation required pursuant to the Delaware Uniform Commercial Code Code, and any absolute or successor conditional assignments of rents) serving as security for one or similar legislation. If a Mortgagee shall send more construction loans and/or permanent loans (otherwise permitted to Lessor and its counsel a true copy of the leasehold mortgagebe incurred hereunder) which would encumber Lessee's Estate, together with written notice specifying the name and address a collateral assignment of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, and any modification, substitution, amendment, extension, increase, refinancing, replacement or recasting thereof (collectively the "Permitted Financing"); provided, however, in no merger event shall result therefrom any such Permitted Financing encumber Lessor's fee interest in the Land. Any one or more holders of the beneficial interest and both secured position under any such Permitted Financing, including, but not limited to any institutional lender or third-party creditor shall be a "Mortgagee". Any and all rights acquired by a Mortgagee under any such Permitted Financing shall be subject to all the leasehold covenants, conditions and reversionary interests restrictions set forth in this Lease. Lessee shall continuenot encumber or purport to encumber, by means of any Permitted Financing or otherwise, all or any portion of Lessor's fee interest in the Land, whether or not the Demised Premises has been improved by Lessee during the term of the Lease, and Lessor shall not be liable for any of Lessee's obligations under any Permitted Financing allowed hereunder, and any interpretation to the contrary shall be void. Notice/Cure. Lessor Lessee shall, upon serving Lessee with promptly following its receipt of any notice of default or other notice provided for in this Leaseof the acceleration of the maturity of any Permitted Financing from a Mortgagee, simultaneously serve deliver a true and correct copy of such notice upon the Mortgagee and no such notice thereof to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by LesseeLessor.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the Term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, lease/sublease-back, assignment/leaseback and/or direct ownership of the Improvements, any and/or all of its leasehold estate hereunder, and property and rights in and to the Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a "Leasehold Mortgage" and the holder thereof is herein referred to as "Tenant's Mortgagee"). Any such Leasehold Mortgage shall be a lien only upon Tenant's leasehold estate hereunder and Tenant's interest in the Premises but shall not be a lien upon the fee title to the Premises, upon Landlord's interests in this Lease, or upon Landlord's reversionary interest in the Improvements. Tenant's Mortgagee or its assigns may enforce such Leasehold Mortgage and acquire title to the leasehold estate and Tenant's interest in the Premises in any lawful way, and in connection therewith Tenant Mortgagee may take possession of and rent the Premises, and upon the Tenant Mortgagee's exercise of its rights under the Leasehold Mortgage, the Tenant Mortgagee may, with the consent of Landlord, which consent shall not be unreasonably withheld or delayed, sell and assign the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s created and Tenant's interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound to Lessor by the terms of this Lease only with respect and thereafter to obligations first arising after such succession the new Lease entered into by Lessor and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest Mortgagee as set forth in this Leasethe Termination provision below. . Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease with the prior consent of Lessor (which shall not be unreasonably withheld, conditioned or delayed) to any telecommunications company (including its subsidiaries) with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment). When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued contained in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee assignor shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee Mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything (a) Subject to the contrary contained provisions of this Section 34 and without Landlord’s consent, Tenant, at its option and expense, shall have the right on one or more occasions to negotiate and obtain a loan that shall be secured by a Leasehold Mortgage on all or part of Tenant’s interests in this Lease, at the Arena Improvements and the other Transaction Agreements. Any such Leasehold Mortgage shall not impose any liability (personal or otherwise) on Landlord and (except as expressly provided in Section 35 below) shall not require Landlord to join in such Leasehold Mortgage or mortgage the fee or reversion of the Premises to the lien of such Leasehold Mortgage. (i) Upon placing or assignment of a Leasehold Mortgage, Tenant shall notify Landlord of such Leasehold Mortgage within ten (10) days thereof and of the address of the Leasehold Mortgagee to which notices shall be sent. So long as a Leasehold Mortgage is in effect and written notice thereof has been delivered to Landlord, (A) no amendment or modification of this Lease shall be made without the prior written consent of the Leasehold Mortgagee, and (B) Landlord will not accept a voluntary surrender of the Premises or a voluntary cancellation of this Lease by or from Tenant prior to the expiration of this Lease without the prior written consent of the Leasehold Mortgagee. (ii) Notwithstanding any provision of this Lease to the contrary, in the event of any casualty to or condemnation of the Premises and/or the Arena Improvements or any portion thereof during such time and from time as the Leasehold Mortgage remains in effect, the Leasehold Mortgagee shall be entitled to time Lessee may mortgage, pledge and encumber its interests in be the escrow agent with respect to any insurance proceeds payable to Tenant as provided under Section 12 of this Lease and in shall be entitled to receive any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed sums payable to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee Tenant under Section 13 of this Lease. Such During the period that the Leasehold Mortgage remains in effect, the name of the Leasehold Mortgagee will be added to the “loss payable endorsement” of any and all insurance policies required to be carried by Tenant under this Lease. (c) Landlord agrees to send the Leasehold Mortgagee a copy of any notice, demand or other communication under this Lease and/or any other Transaction Agreement (collectively “Notice”) simultaneously with sending such Notice to Tenant, provided that the Tenant or Leasehold Mortgagee furnishes to Landlord in writing its nomineeaddress(es) for such Notices. The Leasehold Mortgagee shall have the right, but no obligation to, remedy the default by Tenant under this Lease or any other Transaction Agreement or causing the same to be remedied and any such payment or performance by the Leasehold Mortgagee shall have the same effect as if performed by Tenant. In the case of any default by Tenant, then, so long as the Leasehold Mortgagee undertakes in writing to cure any such default that is susceptible of being cured, Landlord shall take no action with respect to the subject defaults without giving the Leasehold Mortgagee reasonable time within which either (i) to obtain possession of the Premises (including possession by receiver) and cure such default in the case of a default that is susceptible of being cured when the Leasehold Mortgagee has obtained possession, or (ii) to institute foreclosure proceedings and complete such foreclosure, or otherwise acquire Tenant’s interest under this Lease, with diligence and continuity in the case of a default that is susceptible of being cured by the Leasehold Mortgagee. However, the Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the subject default shall be deemed an assignee cured. Neither the Leasehold Mortgagee nor any of its Affiliates or any other entity which acquires Tenant’s interest in this Lease only at through foreclosure or assignment in lieu of foreclosure shall have any obligation to cure any default by Tenant under this Lease or any other Transaction Agreement which is not susceptible of being cured by such time it succeeds acquirer. Nothing herein shall preclude Landlord from exercising any rights and remedies under this Lease with respect to any other default by Tenant during any period of such forbearance, subject to the Lesseeprovisions hereof. The Leasehold Mortgagee or any of its Affiliates or any other entity may become the legal tenant and holder of Tenant’s interest in this Lease by foreclosure of any leasehold mortgageits Leasehold Mortgage, or as a result of an assignment of this Lease in lieu of foreclosure. If more than one Leasehold Mortgagee shall seek to exercise the foreclosurerights provided for in this Section, the Leasehold Mortgagee with the most senior lien priority shall be entitled, as against the others, to priority in the exercise of such rights. (d) In the event of a termination of this Lease and/or any other Transaction Agreement(s) prior to its stated expiration date, Landlord will promptly give the Leasehold Mortgagee notice of such termination and will enter into a new lease and/or other agreement(s) for the corresponding Transaction Agreements terminated (each, a “New Agreement”) with the Leasehold Mortgagee, or, at the request of such Leasehold Mortgagee, with an Affiliate of such Leasehold Mortgagee or by and on behalf of the holders of notes or bonds secured by the Leasehold Mortgage, for the remainder of the term of the applicable Transaction Agreement being replaced, effective as of the date of such termination of this Lease or such other Transaction Agreement terminated, upon the same covenants, agreements, terms, conditions and limitations as contained the applicable Transaction Agreement being replaced. To obtain such New Agreement(s), the Leasehold Mortgagee must (i) make a written request upon Landlord for the New Agreement(s) within ninety (90) days from the date of such termination and such written request is accompanied by the Leasehold Mortgagee’s agreement to cure all defaults of Tenant under this Lease and other Transaction Agreements that are susceptible to cure by it; and (ii) diligently proceed to cure all non-monetary defaults of Tenant under this Lease susceptible to cure by it following the execution and delivery of the subject New Agreement(s). (e) If during any time that a Leasehold Mortgage is outstanding, Tenant becomes insolvent or makes an assignment or other conveyance for the benefit of its creditors, or if it exercises a voluntary or attempts to exercise involuntary petition in bankruptcy is filed by or against Tenant and Tenant is adjudicated bankrupt by a final decree, neither this Lease nor any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) other Transaction Agreement shall be bound terminated as a result thereof. (f) Notwithstanding anything to the contrary set forth in this Section 34, no Leasehold Mortgagee shall be liable under this Lease or any other Transaction Agreement, unless and until such time as it becomes the owner of the applicable portion of the leasehold estate securing its Leasehold Mortgage, and then only for such obligations of Tenant which accrue during the period while it remains the owner of such leasehold estate. (g) Landlord hereby consents to the grant to each Leasehold Mortgagee of a mortgage, deed of trust or similar security interest in Tenant’s interest in this Lease and the other Transaction Agreements, the Arena Improvements and other fixtures and personal property owned by Tenant and located on the Premises, including a collateral assignment by Tenant of Arena Occupancy Agreements and other rights derived by or through Tenant’s leasehold estate relating to all or any portion of the Premises or the Arena Improvements and the rents, issues and profits therefrom. (h) Tenant shall pay all out-of-pocket expenses, including reasonable attorney’s fees, incurred by Landlord in connection with the consummation of any refinancing of the Leasehold Mortgage or the preparation and execution of any New Agreements. Reimbursement of expenses will not apply to initial Leasehold Mortgage. (i) Any assignment, mortgage, pledge or encumbrance of this Lease or the subletting or granting of any other occupancy rights for all or any part of the Premises by the Leasehold Mortgagee shall be governed by the terms and provisions of Section 15 of this Lease only with respect to obligations first arising after such succession and shall be released and relieved Lease. In the event that the Leasehold Mortgagee or any of its Affiliates assigns all further liabilities and obligations under this Lease once it assigns of its interest in this Lease. Notwithstanding , the foregoing, Mortgagee or such successors shall be liable for all rent due under Transaction Agreements and the Lease, and for curing any breaches or defaults which continue after Premises in accordance with the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in terms of Section 15 of this Lease, any the Leasehold Mortgagee (or other person or entity) that succeeds to Lessee’s interest in and its Affiliate shall be relieved from all obligations under this Lease by way from and after the effective date of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used The provisions of this paragraph shall also apply to an assignment by the Leasehold Mortgagee of the New Agreements. (j) Landlord agrees to enter into such additional and further agreements as any Leasehold Mortgagee reasonably shall request to confirm and give effect to the rights of such Leasehold Mortgagee as provided in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage Section 34 so long as such agreements do not increase Landlord’s obligations or reduce in any respect the leasehold mortgage has obligations of Tenant under this Lease and subject to Landlord’s approval thereof, which approval shall not been released by the Mortgagee: There be unreasonably withheld, conditioned or delayed. (k) Landlord shall be no cancellation, surrender or modification not unreasonably withhold its consent to such non-material modifications of this Lease or any other Transaction Agreement as are reasonably requested by Lessor and Lessee without a proposed Leasehold Mortgagee, provided that the prior consent rights of Landlord will not be materially impaired, diminished, limited or delayed, the allocation or application of any insurance or eminent domain proceeds will not be adjusted, nor the obligations of Landlord increased in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall any material respect as a result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lesseemodifications.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time (a) Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and encumber its property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed encumber Landlord’s fee simple title to constitute the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a prohibited assignment of this Lease, or of “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate hereby createdin the Leased Premises in any lawful way, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgageincluding but not limited to, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of through foreclosure, assignment in lieu of foreclosure foreclosure, or otherwise. In such event, the exercise of any other remedies relating Successor-Tenant shall succeed to the enforcement rights of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest Tenant under this Lease, no merger including the right to possession of the Leased Premises, in which event Landlord shall result therefrom and both recognize the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in Successor-Tenant as the tenant under this Lease, simultaneously serve a copy the same as if such Successor-Tenant were the original tenant hereunder. (b) Tenant shall notify Landlord (and any Fee Mortgagee, as hereinafter defined in Section 56(d) below), in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Leasehold Mortgagee. Upon receipt such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such notice the mortgagee shall have the same periodLeasehold Mortgagee, after and commencing upon receipt of such noticewritten request by Tenant, to elect execute and deliver to Tenant and Leasehold Mortgagee a “Landlord’s Agreement” whereby Landlord agrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. (c) Landlord does hereby waive any statutory or other lien of the Landlord in Tenant’s present and after-acquired assets, including among other things, Tenant’s inventory and equipment. To evidence such waiver for the benefit of a lender of Tenant, Landlord agrees execute and deliver to Tenant and any such lender a commercially reasonable “Landlord’s Waiver” whereby Landlord agrees to waive any lien on Tenant’s assets including its sole discretioninventory and equipment. (d) In the event that, at any time prior to remedy the execution of this Lease and the recordation of a memorandum of lease in accordance with Section 47 hereof, Landlord has mortgaged or cause otherwise encumbered the fee simple title to the Premises, Landlord shall deliver to Tenant a commercially reasonable SNDA (as defined in Section 11) containing terms substantially similar to the terms of the document so entitled attached hereto and made a part hereof as Exhibit “I”, duly executed by the holder of any such mortgage or encumbrance (the “Fee Mortgagee”). Landlord agrees that Tenant’s obligations hereunder shall be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.contingent upon

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: No Modification/No Merger. There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything to Whenever Tenant shall not be in default under the contrary contained in this Lease, at any time terms and from time to time Lessee may mortgage, pledge and encumber its interests in conditions of this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound permitted by the terms of this Lease only with respect any mortgage now or hereafter secured by the premises and given by Landlord, Tenant shall have the right to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns mortgage its leasehold interest in this Lease. Notwithstanding the foregoingIf Tenant does so, Mortgagee Landlord agrees as follows: (a) Landlord shall not agree to any modification, amendment or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in termination of this Lease by way without first obtaining the prior written approval of foreclosureTenant's leasehold mortgagee (the "Mortgagee"), assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignmentwhich approval shall not be unreasonably withheld, such assignee shall be released from all further liability under this Lease; provided, however, that this provision shall not impair Landlord's right to terminate this Lease pursuant to its terms due to a default hereunder by Tenant, subject to the provisions hereof of this Article 11.05, (b) Landlord shall become null notify Mortgagee in writing of any default by Tenant under this Lease at the time notice is sent to Tenant and void upon Mortgagee shall then have the right, but not the obligation, to correct any such assignment. When used in default within the time allotted to Tenant under this Lease, “(c) If for any reason whatsoever, including the disaffirmance or rejection of this Lease in a bankruptcy proceeding, this Lease shall terminate or come to an end during the term of Mortgagee's mortgage” , Landlord shall include whatever security instruments are used in enter into a new lease with Mortgagee on the locality of the Premisessame terms and conditions as this Lease, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a (d) Mortgagee shall send not be liable for the performance of this Lease except during such time as Mortgagee shall be in possession due to Lessor and its counsel a true copy foreclosure or other acquisition of the leasehold mortgageestate, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification upon subsequent assignment of this Lease by Lessor Mortgagee, Mortgagee shall remain liable for the performance of the obligations of Tenant under any substitute lease entered into between Mortgagee and Lessee without Landlord. Landlord shall enter into an agreement in recordable form with Mortgagee, if so requested by Mortgagee, containing the prior consent foregoing terms and conditions. Except as expressly stated in writing of each this Section, no Mortgagee. If the leasehold interest , nor anyone who claims by, through or under such mortgagee shall acquire any greater or more extended rights then Tenant has under this Lease and any such mortgage shall ever in every respect be held by subject and subordinate to all conditions and terms of this Lease and the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice rights of default or other notice provided for Landlord herein as well as in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice respect to Lessee shall be effective unless a copy of such notice is so served all improvements located on the Mortgageepremises. Upon receipt of In no event shall Landlord be liable to pay any such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lesseeleasehold mortgage.

Leasehold Financing. Notwithstanding anything Tenant shall not encumber its leasehold estate in the Cemeteries, by means of a leasehold mortgage, deed of trust pledge or similar security device, except pursuant to a Permitted Leasehold Mortgage (as defined below). Tenant hereby represents and warrants to Landlord, and Landlord hereby acknowledges to Tenant, that: (a) Tenant is a party to a Third Amended and Restated Credit Agreement among StoneMor Operating LLC, as a Borrower, various subsidiaries thereof, including Tenant, as additional Borrowers, Bank of America, N.A., as Administrative Agent and Collateral Agent (together with its successors, assigns, agents and designees, the contrary contained in this Lease“Agent”), at any time and the other lenders party thereto dated as of January 19, 2012, as the same may be amended, restated, amended and restated, extended, modified, renewed, supplemented, replaced, or refunded from time to time Lessee may mortgage(the “Credit Agreement”); and (b) pursuant to the terms of the Credit Agreement, pledge Tenant is obligated to execute and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of deliver a leasehold mortgage (or any other such assignment, pledge or encumbrance) to Agent with respect to Tenant’s leasehold interest in the Cemeteries. Any leasehold mortgage required to be granted by Tenant to the Agent pursuant to the Credit Agreement shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (be a “MortgageePermitted Leasehold Mortgage”. Tenant shall deliver to Landlord: (i) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure a draft of any leasehold mortgagesuch Permitted Leasehold Mortgage as soon as reasonably practicable following Tenant’s receipt thereof (and, in any event, not less than five (5) business days prior to Tenant’s execution thereof); and (ii) a fully-executed copy of any Permitted Leasehold Mortgage within fifteen (15) days after Tenant’s execution thereof. Landlord hereby agrees that, so long as any Permitted Leasehold Mortgage shall remain in effect and unsatisfied of record and the underlying indebtedness which it secures remains outstanding or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee commitments under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest Credit Agreement remain in this Lease. Notwithstanding the foregoingeffect, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.apply:

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time (A) Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the Term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and encumber its property and rights in and to the Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a "Leasehold Mortgage" and the holder thereof is herein referred to as "Leasehold Mortgagee"), provided the Leasehold Mortgage contains the provision set forth in paragraph 26.16(B) below. Any such Leasehold Mortgage shall be a lien only upon Tenant's leasehold estate hereunder and Tenant's interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed encumber Landlord's fee simple title to constitute the Shopping Center or the Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a prohibited assignment of this Lease, or of "Successor-Tenant") may acquire title to Tenant's interest in the leasehold estate hereby createdin the Premises in any lawful way, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgageincluding, or assignment in lieu of the foreclosurebut not limited to, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of through foreclosure, assignment in lieu of foreclosure foreclosure, or otherwise. In such event, the exercise of any other remedies relating Successor-Tenant shall succeed to the enforcement rights of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability Tenant under this Lease; provided, however, that including the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality right to possession of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, in which event Landlord shall recognize the Successor-Tenant as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest Tenant under this Lease, no merger the same as if such Successor-Tenant were the original Tenant hereunder. Tenant shall result therefrom and both notify Landlord, in the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice manner hereinafter provided for in this Leasethe giving of notice, simultaneously serve a copy of the execution of such Leasehold Mortgage and the name and place for service of notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Leasehold Mortgagee. Upon receipt such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such notice Leasehold Mortgagee, and upon written request by Tenant, to execute and deliver to Tenant and Leasehold Mortgagee an agreement whereby Landlord agrees to recognize the mortgagee interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. Landlord does hereby waive any statutory or other lien of Landlord in Tenant's present and after-acquired assets, including among other things, Tenant's inventory and equipment. (B) Any Leasehold Mortgage shall have be released of record within thirty (30) days after the same satisfaction or termination of the obligations of Tenant to the Leasehold Mortgagee, and in the event of the failure of the Leasehold Mortgagee to cause the Leasehold Mortgage to be so released of record within such thirty (30) day period, after Landlord may demand that the Leasehold Mortgagee or Tenant cause the Leasehold Mortgage to be released, and commencing upon receipt of if Leasehold Mortgagee fails to do so within thirty (30) days following such noticerequest by Landlord, to elect (in its sole discretion) to remedy or the Tenant may execute and cause to be remedied recorded in the defaults complained ofreal estate records or other records where the Leasehold Mortgage is recorded, an affidavit stating that the Leasehold Mortgage has been satisfied in full and Lessor is no longer a lien (a “Leasehold Mortgage Release Affidavit”). A Leasehold Mortgage Release Affidavit executed by Tenant and recorded in the real estate or other records where the Leasehold Mortgage is recorded shall accept such performance be sufficient to cause the Leasehold Mortgage to be released of record and void in all respects as if a lien against the same had been done estate of Tenant under this Lease. The failure of Leasehold Mortgagee to cause the Leasehold Mortgage to be released of record or of Tenant to execute and record a Leasehold Mortgage Release Affidavit within thirty (30) days after demand by LesseeLandlord shall constitute a default by Tenant under this Lease.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time (a) Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and encumber its property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed encumber Landlord’s fee simple title to constitute the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a prohibited assignment of this Lease, or of “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate hereby createdin the Leased Premises in any lawful way, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgageincluding but not limited to, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of through foreclosure, assignment in lieu of foreclosure foreclosure, or otherwise. In such event, the exercise of any other remedies relating Successor-Tenant shall succeed to the enforcement rights of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest Tenant under this Lease, no merger including the right to possession of the Leased Premises, in which event Landlord shall result therefrom and both recognize the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in Successor-Tenant as the tenant under this Lease, simultaneously serve a copy the same as if such Successor-Tenant were the original tenant hereunder. (b) Tenant shall notify Landlord (and any Fee Mortgagee, as hereinafter defined in Section 56(d) below), in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Leasehold Mortgagee. Upon receipt such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such notice the mortgagee shall have the same periodLeasehold Mortgagee, after and commencing upon receipt of such noticewritten request by Tenant, to elect execute and deliver to Tenant and Leasehold Mortgagee a “Landlord’s Agreement” whereby Landlord agrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. (c) Landlord does hereby waive any statutory or other lien of the Landlord in its sole discretionTenant’s present and after-acquired assets, including among other things, Tenant’s inventory and equipment. To evidence such waiver for the benefit of Tenant’s existing lender, Landlord shall, simultaneously with the execution and delivery of this Lease, execute and deliver to Tenant the “Landlord’s Waiver” attached hereto and made a part hereof as Exhibit “H”. (d) In the event that, at any time prior to remedy the execution of this Lease and the recordation of a memorandum of lease in accordance with Section 47 hereof, Landlord has mortgaged or cause otherwise encumbered the fee simple title to be remedied the defaults complained ofPremises, and Lessor Landlord shall accept such performance as if the same had been done by Lesseedeliver to Tenant a commercially reasonable SNDA.

Leasehold Financing. Notwithstanding anything ▇. ▇▇▇▇▇▇ shall have the right to grant such mortgages of its interest in the Lease and the Premises (each a “Leasehold Mortgage” and collectively, the “Leasehold Mortgages”) to lenders providing financing for the Project (each a “Leasehold Mortgagee” and collectively, the “Leasehold Mortgagees”), and, in connection therewith, to pledge or assign this Lease to such Leasehold Mortgagees. Tenant shall deliver to Landlord a written notification containing the name and the address(es) to which notices to the contrary contained Leasehold Mortgagee are to be sent. Landlord acknowledges and agrees that any Leasehold Mortgage to be granted to the holder of the Leasehold Mortgage securing any construction loan is intended to be refinanced, in part, by a permanent lender (the “Permanent First Mortgage Lender”), and that such Permanent First Mortgage Lender, upon the closing of such refinancing, shall be substituted in the place and stead of the construction lender for purposes of this Section 31. Notwithstanding the forgoing, Landlord shall have the right to review and approve, in its reasonable discretion, the Leasehold Mortgages as to the provisions directly affecting the Premises and/or the Landlord’s interest. B. With respect to a Leasehold Mortgage, the following provisions shall apply: i. When giving notice to Tenant with respect to any default under the provisions of this Lease, notice shall also be given to Leasehold Mortgagee at the address provided by Tenant pursuant to Section 31.A. ii. With respect to any time non-monetary default under this Lease, Leasehold Mortgagee shall be permitted ninety (90) calendar days after the later of (i) the expiration of any cure period provided Tenant under this Lease for the default in question and (ii) receipt by Leasehold Mortgagee of notice of default from time Landlord (which notice may be a copy of that notice which has been served upon Tenant in regard thereto) to time Lessee may mortgagecure any such default by Tenant, pledge where the default consists the failure to perform any other matter or thing which Tenant is required to perform. iii. With respect to any monetary default under this Lease, Leasehold Mortgagee shall be permitted thirty (30) calendar days after the later of (i) the expiration of any cure period provided Tenant under this Lease for the default in question and encumber its interests (ii) receipt by Leasehold Mortgagee of notice of default from Landlord to cure any such default by Tenant. iv. ▇▇▇▇▇▇▇▇ agrees to accept payment or performance by Leasehold Mortgagee as though the same had been done by ▇▇▇▇▇▇. C. If this Lease is terminated for any reason, whether by reason of an agreement between the Tenant and Landlord or by reason of any default by Tenant, or otherwise, in each case to which the Leasehold Mortgagees have consented in writing, or (ii) this Lease is rejected or terminated in any Tenant bankruptcy or insolvency proceeding, then and in any such event, Landlord will enter, as permissible under Florida law, into a new lease for the Premises with the first priority Leasehold Mortgagee, or a nominee or affiliate under the control of or under common control with such first Leasehold Mortgagee (as applicable an “Approved Affiliate”), for the remainder of the Term, effective as of the date of such termination, at the same Base Rent, with the same lien priority, and subject to the same covenants and agreements, terms, provisions and limitations herein contained, provided that: i. Landlord receives from Leasehold Mortgagee or an Approved Affiliate (the “New Tenant”), a written request for such new lease within thirty (30) days from the later of (1) the date of such termination and (2) the date Leasehold Mortgagee receives notice of termination, and such written request is accompanied by payment to Landlord of all amounts then due and owing to Landlord under this Lease and, within ten (10) days after the delivery of an accounting therefor by Landlord, such New Tenant pays any and all costs and expenses, including reasonable attorney’s fees, court costs and disbursements made by Landlord in connection with any such default and termination as well as in connection with the execution and delivery of the new lease, less the net income collected by Landlord from the Premises subsequent to the date of termination of this Lease and prior to the execution and delivery of the new lease, any excess of such net income over the aforesaid sums and expenses to be applied in any subleasespayment of the Rent thereafter becoming due under the new lease; and ii. Upon the execution and delivery of the new lease at the time payment is made in (i) above, all leases for Units which previously may have been assigned and transferred to Landlord shall thereupon be assigned and transferred without recourse by Landlord to the New Tenant, as the substitute Tenant; and iii. Should Leasehold Mortgagee, exercise its option under this Section 31.C, then and in such event, the Leasehold Mortgage held by such Leasehold Mortgagee shall remain in full force and effect as a lien upon the leasehold interest of the New Tenant, and shall not be deemed terminated or extinguished by the termination, cancellation or surrender of this Lease; and iv. A New Tenant which acquires the interest of Tenant pursuant to this Section 31.C, or a Leasehold Mortgagee (or Approved Affiliate) which acquires the interest of Tenant pursuant to subsection 31.D below, may, in either such event, assign and transfer its leasehold interest in the Premises to another party who otherwise qualifies as a Permitted Substitute. D. For purposes of this Lease and any subleasesSection 31, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The the making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) Leasehold Mortgage shall not be deemed to constitute a prohibited an assignment or transfer of this LeaseLease or Tenant’s interest created hereby, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of Tenant’s interests under this Lease so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant to be performed hereunder, but a Leasehold Mortgagee, or of the leasehold estate hereby createda nominee or affiliate controlled by or under common control with such Leasehold Mortgagee, nor cause may become the holder of the Tenant’s leasehold mortgage (a “Mortgagee”) estate and succeed to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the LesseeTenant’s interest in this Lease by foreclosure of its Leasehold Mortgage or as a result of the assignment of this Lease in lieu of foreclosure, and any leasehold mortgage, purchaser at any sale of Tenant’s interest under this Lease in any proceeding for the foreclosure of any mortgage or the assignee or transferee of Tenant’s interest in this Lease under any instrument of assignment or transfer in lieu of the foreclosure, or if it exercises or attempts to exercise foreclosure of any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) mortgage shall be bound deemed to be an assignee or transferee approved by the terms of this Lease only with respect to obligations first arising after such succession Landlord and shall be released deemed to have agreed to perform all of the terms, covenants and relieved conditions on the part of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding Tenant to be performed hereunder, but only for so long as such purchaser or assignee is the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lesseeowner of ▇▇▇▇▇▇’s interest in this Lease. . E. Notwithstanding anything any provision hereof to the contrary continued contrary, any other express or implied agreement between the parties, or any act or course of conduct hereunder, no Leasehold Mortgagee shall have any personal liability whatsoever under this Lease until such time as such Leasehold Mortgagee becomes a mortgagee-in-possession or a New Tenant. F. So long as any Leasehold Mortgage is in existence, unless all Leasehold Mortgagees shall otherwise expressly consent in writing, the fee title to the Premises and the leasehold estate of Tenant therein shall not merge but shall remain separate and distinct, notwithstanding the acquisition of said fee title and said leasehold estate by any single owner. G. Nothing in this Lease, Section 31 shall require any Leasehold Mortgagee (or its designee as a condition to the exercise of rights provided under this Section 31 to cure any default of Tenant not reasonably susceptible of being cured by such Leasehold Mortgagee or its designee. The foregoing shall not be deemed to excuse a Leasehold Mortgagee from performing covenants relating to the condition of improvements on the Premises or other person or entity) that succeeds similar matters requiring access to Lesseeand/or control of the Premises from and after such time as such Leasehold Mortgagee acquires Tenant’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign otherwise. H. Notwithstanding anything contained in this Lease to any telecommunications company with assets in excess the contrary, the parties agree that the provisions of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee this Section 31 shall be released from all further liability govern the rights of a Leasehold Mortgagee under this Lease; provided, however, that . In the event of any conflict or inconsistency in the other provisions of this Lease and the provisions hereof of this Section 31 with respect to a Leasehold Mortgage or Leasehold Mortgagee, the provisions of this Section 31 shall become null govern. TO INDICATE THEIR AGREEMENT, the parties have executed this Lease as of the day and void upon such assignmentyear appearing in their respective notary acknowledgments. When used in this LeaseATTEST: LANDLORD: THE CITY OF NORTH MIAMI, a Florida municipal corporation: “mortgageCity” E-SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on 2021-05-13 15:25:05 GMT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. City Clerk E-SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on 2021-05-13 14:16:18 GMT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY: E-SIGNED by ▇▇▇▇ ▇▇▇▇▇▇ on 2021-05-12 18:14:18 GMT ▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ City Attorney TENANT: TR NM HOLDINGS LLC, a Florida limited liability company E-SIGNED by ▇▇▇▇▇ ▇▇▇▇ on 2021-05-12 16:24:23 GMT By: Printed Name: ▇▇▇▇▇ ▇▇▇▇ Title: Exhibit A - Project Legal Description and Address Exhibit B - Site Plan Exhibit C - Insurance Requirements ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ EXHIBIT B PRELIMINARY SITE PLAN EXHIBIT C INSURANCE REQUIREMENTS Tenant shall include whatever security instruments are used at all times provide and maintain or cause to be procured, the following insurance coverages with respect to the Project issued by companies qualified to do business in the locality State of the PremisesFlorida, such ashaving an A.M. Best's Rating of not less than A-VII or as otherwise acceptable to Landlord in its sole discretion: (i) Inland Marine- Builder’s Risk on an all-risk basis without exception (including, without limitation, mortgagesvandalism and malicious mischief, deeds earthquake, collapse, boiler explosion, sprinkler coverage, cost of trustdemolition, security deedsincreased costs of construction and the value of the undamaged portion of the building and soft costs coverage) covering all the real estate, fixtures and personal property to the extent of the full insurable value except for flood and wind storm coverage on a builder's risk non-reporting form prior to completion, having replacement cost and agreed amount endorsements (with deductibles not in excess of point 25% (0.25%) of insurable value except for wind storm and flood) plus flood insurance (if the property is in a Special Flood Hazard Area A or V); (ii) Tenant shall purchase full replacement cost property insurance except for flood and wind storm coverage, following issuance of the certificate of occupancy and conclusion of the builder’s risk coverage; (iii) rent loss or business interruption insurance in an amount equal to one year's projected rentals or gross revenues; (iv) primary commercial general liability insurance (with underlying limit of $1,000,000 per occurrence and $2,000,000 aggregate, and conditional deeds, as well as financing statements, security agreements, “follow form” umbrella liability insurance with limit of $5,000,000 (which will be in excess of primary automobile and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If general liability limits; (v) automobile liability insurance (including non-owned hired and leased automobiles) with a Mortgagee shall send to Lessor and its counsel a true copy coverage of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.$1,000,000 per occurrence/$2,000,000 aggregate during construction; and

Leasehold Financing. Notwithstanding anything 25.1. Tenant or any assignee of Tenant may place a mortgage or deed of trust on Tenant’s interest in the Leased Premises. Such mortgage or deed of trust shall not encumber Landlord’s fee title to the contrary contained Leased Premises. 25.2. In the event Tenant is in default under this Lease as defined in Section 16, Landlord agrees to give a copy of any default Notice to the lienholder under any such mortgage or deed of trust, whose name and address shall be furnished to Landlord by Tenant. Landlord shall not terminate this Lease, at any time and from time to time Lessee may mortgagere-enter the Leased Premises, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or exercise any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of remedy available at law which would affect Tenant’s rights under this Lease, provided said lienholder has cured said default within the time allowed Tenant for same hereunder or within ten (10) days after receipt of said default Notice by said lienholder, whichever is greater, or if said default is not reasonably capable of being cured within such time period, so long as said lienholder has commenced curing said default within such time period and is proceeding with reasonable diligence to cure said default. 25.3. In the leasehold estate hereby created, nor cause event Tenant fails to cure any such default and Landlord proposes to declare the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee Term of this Lease only at ended by reason of such time it succeeds to default, Landlord, simultaneously with the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu sending of the foreclosurenotice of termination, or if it exercises or attempts shall send to exercise any rights or privileges of Lessee under said lienholder an offer to enter into a new lease with said lienholder on the same terms and conditions as this Lease. Upon such succession such Mortgagee (or nominee) , except that the tenant shall be bound said lienholder or its designee, the commencement date shall be the date such new lease is executed by both lienholder and Landlord, and the terms termination date shall be the scheduled termination date of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing (including any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this LeaseExtension Terms); provided, however, that the provisions hereof any new lease with a lienholder’s designated assignee shall become null and void upon such assignmentbe subject to Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality The offer may be accepted by mailing within thirty (30) days of the Premises, such as, without limitation, mortgages, deeds sending of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant said offer two (2) duly executed originals of each new lease to Landlord together with the Uniform Commercial Code payment of or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy evidence of the leasehold mortgage, together with written notice specifying the name payment of all sums due and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest unpaid under this Lease shall ever be held by as of the same person or party who then holds date of the reversionary interest under this Lease, no merger shall result therefrom and both notice referred to in Section 1.3 up to the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice commencement date of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgageesaid new lease. Upon receipt of said new lease and said payment or evidence of said payment, Landlord shall immediately execute both originals of said new lease and return one (1) fully executed copy thereof to the new tenant. Upon the commencement date of said new lease, this Lease shall terminate and be of no further force and effect. 25.4. Landlord further agrees that, should said lienholder or its designee acquire Tenant’s interest in the Leased Premises through a foreclosure of such notice mortgage or deed of trust or any transfer in lieu thereof, said lienholder or its designee shall have the mortgagee right to attorn to Landlord, provided said lienholder or its designee cures all defaults of Tenant under this Lease existing at the time of such attornment which are within the power of said lienholder or its designee to cure, and Landlord will accept such attornment, and said lienholder or its designee and Landlord shall have the same periodrights and obligations toward one another which they would have had had this Lease been entered into with Landlord, after as Landlord, and commencing upon receipt said lienholder or its designee, as Tenant; provided, however, any attornment by a lienholder’s designated assignee and any operator of such noticethe Leased Premises by a third party during a lienholder’s tenancy shall be subject to Landlord’s consent, to elect (in its sole discretion) to remedy or cause not to be remedied the defaults complained ofunreasonably withheld, and Lessor shall accept such performance as if the same had been done conditioned or delayed. Landlord agrees to execute any documents required by Lesseesaid lienholder in connection with Landlord’s obligations under this Section 25.

Leasehold Financing. Notwithstanding anything This Section 15.5 will apply when Tenant provides Landlord with notice of an assignment of this Lease to a lender ("Tenant's Lender") as security for an indebtedness with the contrary identity of and address for notices to Tenant's Lender and a request by Tenant's Lender for all notices to Tenant pursuant to this Lease be also given to Tenant's Lender. Thereafter, no notice to Tenant will be effective, unless the notice is also given concurrently to Tenant's Lender. In addition to any other rights granted to Tenant under this Lease, including without limitation this Article 15 and Section 8.4, Tenant shall have the right to mortgage and otherwise encumber its leasehold estate and its Improvements, and other property located on the Premises (as well as all other rights and easements granted to Tenant under this Lease), and such mortgage or encumbrance, and any sale, conveyance, or assignment pursuant thereto (whether by foreclosure or conveyance in lieu thereof) shall be deemed permitted assignments of this Lease. Provided Tenant is not in breach under this Lease beyond the applicable cure period, Landlord will agree not to change or accept the surrender of this Lease by Tenant, without the consent of Tenant's Lender. If Tenant fails to cure a default after due notice, Tenant's Lender shall, within five (5) days after end of the applicable grace period, have the right to give Landlord notice of the election of Tenant's Lender to undertake to cure all defaults of Tenant. If Tenant's Lender makes an election to cure, lender shall: (a) promptly begin performance of all the obligations of Tenant that Tenant's Lender is reasonably able to perform; and (b) begin and diligently pursue all steps necessary to obtain possession of the Premises by foreclosure or otherwise. Landlord will suspend the exercise of the remedies of Landlord during the time lender is performing the foregoing. In the event the interest of Tenant in this Lease is terminated by Tenant's Lender or as a result of rejection of this Lease by a bankruptcy trustee, Landlord shall, on the request of Tenant's Lender, recognize Tenant's Lender as the tenant of the Premises and enter into a new Lease with Tenant's Lender on the same provisions contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the Upon foreclosure, or if it exercises or attempts to exercise any rights or privileges Tenant's Lender may, without consent of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoingLandlord, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets a third party that assumes and agrees to perform all of the obligations of Tenant, in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee which case Tenant's Lender shall be automatically released from all further liability responsibility under this Lease; provided. The assignee may use the Premises for any lawful purpose, however, that the subject to all other provisions hereof shall become null and void upon such assignment. When used in of this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time (a) Landlord acknowledges and agrees that Tenant may from time to time Lessee may during the term, without the consent of Landlord, mortgage or otherwise finance and encumber, whether by leasehold deed of trust or mortgage, pledge collateral assignment of this Lease, lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder, and encumber its property and rights in and to the Leased Premises granted to it under this Lease, as security for the payment of an indebtedness (any and all of which are herein referred to as a “Leasehold Mortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any such Leasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’s interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed encumber Landlord’s fee simple title to constitute the Center or the Leased Premises. Pursuant to any such Leasehold Mortgage, the Leasehold Mortgagee or another person or entity (a prohibited assignment of this Lease, or of “Successor-Tenant”) may acquire title to Tenant’s interest in the leasehold estate hereby createdin the Leased Premises in any lawful way, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgageincluding but not limited to, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of through foreclosure, assignment in lieu of foreclosure foreclosure, or otherwise. In such event, the exercise of any other remedies relating Successor-Tenant shall succeed to the enforcement rights of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest Tenant under this Lease, no merger including the right to possession of the Leased Premises, in which event Landlord shall result therefrom and both recognize the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in Successor-Tenant as the tenant under this Lease, simultaneously serve a copy the same as if such Successor-Tenant were the original tenant hereunder. (b) Tenant shall notify Landlord (and any Fee Mortgagee, as hereinafter defined in Section 56(d) below), in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Leasehold Mortgagee. Upon receipt such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlord hereby agrees for the benefit of such notice the mortgagee shall have the same periodLeasehold Mortgagee, after and commencing upon receipt of such noticewritten request by Tenant, to elect execute and deliver to Tenant and Leasehold Mortgagee a “Landlord’s Agreement” whereby Landlord agrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, on commercially reasonable terms and conditions acceptable to Leasehold Mortgagee. (c) Landlord does hereby waive any statutory or other lien of the Landlord in its sole discretionTenant’s present and after-acquired assets, including among other things, Tenant’s inventory and equipment. To evidence such waiver for the benefit of Tenant’s existing lender, Landlord shall, simultaneously with the execution and delivery of this Lease, execute and deliver to Tenant the “Landlord’s Waiver” attached hereto and made a part hereof as Exhibit “H”. (d) In the event that, at any time prior to remedy the execution of this Lease and the recordation of a memorandum of lease in accordance with Section 47 hereof, Landlord has mortgaged or cause otherwise encumbered the fee simple title to the Premises, Landlord shall deliver to Tenant a commercially reasonable SNDA (as defined in Section 11) containing terms substantially similar to the terms of the document so entitled attached hereto and made a part hereof as Exhibit “I”, duly executed by the holder of any such mortgage or encumbrance (the “Fee Mortgagee”). Landlord agrees that Tenant’s obligations hereunder shall be remedied contingent upon delivery by Landlord to Tenant of an SNDA executed by the defaults complained ofFee Mortgagee on or before the Commencement Date, and Lessor shall accept such performance as if the same had been done by Lesseemore fully set forth in Section 11.

Leasehold Financing. Notwithstanding anything to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee▇▇▇▇▇▇’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor ▇▇▇▇▇▇ and Lessee ▇▇▇▇▇▇ without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor ▇▇▇▇▇▇ shall accept such performance as if the same had been done by Lessee▇▇▇▇▇▇.

Leasehold Financing. Notwithstanding anything Lessee is hereby given the right to the contrary contained in this Lease, at any time and from time to time Lessee may mortgage, pledge and encumber its interests in this Lease and in any subleases, and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (all or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment portion of this Lease, or of the leasehold estate hereby created, nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease, subject to Section 12.1, without Lessor’s consent as long as such Leasehold Mortgage documents are consistent with the terms and conditions of this Agreement. Notwithstanding Lessor hereby consents to any and all Leasehold Mortgages of the foregoingDemised Premises or any portion thereof, Mortgagee or such successors shall be liable excluding all aeronautical facilities necessary for all rent due under operation of a public airport, including without limitation, the Leaserunways, taxiways, ramps and aprons, and for curing any breaches or defaults which continue after all grant-funded improvements (the Mortgagee or “Excluded Assets”), and agrees that such successor Leasehold Mortgagee(s) may acquire Lessee’s interest in this Lease. Notwithstanding anything to Agreement (other than the contrary continued Excluded Assets) by foreclosure of such Leasehold Mortgage, by assignment of this Agreement in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way lieu of foreclosure, assignment in lieu of foreclosure or otherwise. If Lessee shall mortgage this Agreement (other than the exercise of Excluded Assets) or any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required portion thereof pursuant to a Leasehold Mortgage meeting the Uniform Commercial Code or successor or similar legislation. If a Mortgagee requirements of this Article 12, then so long as such Leasehold Mortgage shall send remain in effect and an executed counterpart of such Leasehold Mortgage shall have been given to Lessor and its counsel a true copy of the leasehold mortgageLessor, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that then the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: will apply: (a) There shall be no cancellation, surrender surrender, termination, acceptance of surrender, merger, or modification of this Lease Agreement, by agreement of Lessor and Lessee Lessee, without the prior consent in writing of each the Leasehold Mortgagee. If the leasehold interest under this Lease , which consent shall ever not be held by the unreasonably withheld so long as same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. not adversely affect such Leasehold Mortgagee’s security. (b) Lessor shall, upon serving on Lessee with any notice of default or any other notice provided for in under this LeaseAgreement, simultaneously serve in writing, by certified mail, return receipt requested or by hand delivery, a copy of such notice upon the Mortgagee any and all Leasehold Mortgagees and any assignees thereof, and no notice of such default or any other notice to Lessee under this Agreement shall be effective deemed to have been duly given unless and until a copy of such notice is thereof has been so served on the Mortgageeserved. Upon receipt of such notice the mortgagee The Leasehold Mortgagee shall thereupon have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) time within which to remedy or cause to be remedied the defaults complained ofof as is allowed to Lessee, and Lessor shall accept such performance by or at the instigation of the Leasehold Mortgagee as if the same such performance had been done accomplished by ▇▇▇▇▇▇. (c) Anything herein contained notwithstanding, while such Leasehold Mortgage remains in effect, if, before the expiration of ninety days after the date of service of a notice to terminate this Agreement for any reason whatsoever, the Leasehold Mortgagee shall have paid to the Lessor all Rent and Additional Rent and shall have complied, or shall engage in or have commenced the work of complying with the requirements of this Agreement by reason of which default such notice has been sent, or where default is by reason of an act or omission by a subtenant of Lessee, the Leasehold Mortgagee shall have taken appropriate legal action to compel such subtenant to remedy same, then the Lessor shall not be entitled to terminate this Agreement and any such notice of termination theretofore given shall be void and of no effect. (d) If Lessor elects to terminate this Agreement by reason of any default of Lessee, the Leasehold Mortgagee shall not only have and be subrogated to all rights of Lessee with respect to curing such default, but shall also have the right to postpone and extend the specified date for the termination of this Agreement as fixed by Lessor in its notice of termination, for such a period of time as the Leasehold Mortgagee shall deem to be necessary to acquire Lessee’s interest in this Agreement by foreclosure of its mortgage, by assignment of this Agreement in lieu of foreclosure, by obtaining possession of the mortgaged property, or otherwise, provided that: (1) the Leasehold Mortgagee shall cure in accordance with subparagraph

Leasehold Financing. Notwithstanding anything Subject to the contrary contained in this Lease, Landlord’s rights under Sections 8.2 and 8.3 Tenant may at any time and from time to time Lessee may mortgage, pledge and encumber its interests in during the term of this Lease subject Tenant’s leasehold estate and attendant rights created under this Lease to one or more mortgages as security for a loan or loans or other obligations of Tenant; provided that Tenant shall not have power to create any encumbrance that shall, constitute in any subleasesway a lien or encumbrance on the Landlord’s fee interest in the Land. The holder or holders of any lien created by a mortgage secured by Tenant’s leasehold estate are referred to herein as “Leasehold Mortgagees.” A Leasehold Mortgagee or its assigns may enforce its lien and acquire title to the leasehold estate in any lawful way and, pending foreclosure of the lien, the Leasehold Mortgagee may take possession of the Land and operate any business and, perform all obligations of Tenant, and assign this Lease and any subleaseson foreclosure of the lien by power of sale, licenses and other occupancy and use agreements as collateral security for such mortgage(s). The making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall not be deemed to constitute a prohibited assignment of this Leasejudicial foreclosure, or on acquisition of the leasehold estate hereby createdby deed in lieu of foreclosure, nor cause the holder of Leasehold Mortgagee may, on notice to Landlord, sell and assign the leasehold mortgage (a “Mortgagee”) estate hereby created subject to be deemed an assignee of the same limitations or conditions, if any, applicable to the Tenant under this Lease. Such The Leasehold Mortgagee (or its nominee) any person or entity acquiring the leasehold estate shall be deemed an assignee of this Lease only at such time it succeeds liable to the Lesseeperform Tenant’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this Lease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest only during the period, if any, in which such person has ownership of the leasehold estate or possession of the Land. For as long as there is any leasehold mortgage in effect, Tenant and Landlord hereby expressly stipulate and agree that they will not modify this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing Lease in any breaches or defaults which continue after the Mortgagee or such successor acquire Lessee’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in way nor cancel this Lease by way mutual agreement without the written consent of foreclosure, assignment the Leasehold Mortgagee having that leasehold mortgage. A Leasehold Mortgagee shall have such further rights and responsibilities as hereinafter set forth in lieu Paragraph 16.5 of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Lessor and Lessee without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. Notice/Cure. Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Upon receipt of such notice the mortgagee shall have the same period, after and commencing upon receipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied the defaults complained of, and Lessor shall accept such performance as if the same had been done by Lessee.