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: 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 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: 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 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 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 such Successor-Tenant were the same had been done by Lesseeoriginal tenant hereunder.

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: 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 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 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 such Successor-Tenant were the same had been done by Lesseeoriginal tenant hereunder.

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: 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 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: 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 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: 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 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: 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 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: 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 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: No Modification/No Merger. 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 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: 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 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 LesseeXxxxxx’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 Xxxxxx 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 Xxxxxx and Lessee Xxxxxx 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 Xxxxxx shall accept such performance as if the same had been done by LesseeXxxxxx.

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: 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 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 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 an 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. Landlord does hereby waive any statutory or other lien of Landlord in its sole discretion) to remedy or cause to be remedied the defaults complained ofTenant's present and after-acquired assets, including among other things, Tenant's inventory and Lessor shall accept such performance as if the same had been done by Lesseeequipment.

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 LesseeXxxxxx’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 Xxxxxx 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 Xxxxxx and Lessee Xxxxxx 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.