Common use of Leasehold Mortgages Clause in Contracts

Leasehold Mortgages. (A0 By Leasehold Mortgage BNPLC may encumber BNPLC's leasehold estate in the GL Property created by this Ground Lease, as well as BNPLC's rights and interests in buildings, fixtures, equipment and Improvements situated on the Land and rents, issues, profits, revenues and other income to be derived by BNPLC therefrom. (B0 Any Leasehold Mortgagee or other party, including any corporation formed by a Leasehold Mortgagee, may become the legal owner of the leasehold estate created by this Ground Lease, and of the Improvements, equipment, fixtures and other property assigned as additional security pursuant to a Leasehold Mortgage, by foreclosure of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, any such Leasehold Mortgagee or other party may itself, after becoming the legal owner and holder of the leasehold estate created by this Ground Lease, or of any Improvements, equipment, fixtures and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed effective until it is so served. Any Leasehold Mortgagee shall have the right to correct or cure any such default within the same period of time after receipt of such notice as is given to BNPLC under this Ground Lease to correct or cure defaults, plus an additional period of thirty days thereafter. Lessor will accept performance by any Leasehold Mortgagee of any covenant, condition or agreement on BNPLC's part to be performed hereunder with the same force and effect as though performed by BNPLC.

Leasehold Mortgages. Landlord covenants and agrees to cooperate with Txxxxx and each lender providing financing to Tenant (A0 By each, a “Leasehold Mortgage BNPLC may encumber BNPLC's Mortgagee”), from time to time, at no out-of-pocket cost to Landlord, to the extent such financing is, or is intended to be, secured by a mortgage encumbering the leasehold estate of Tenant hereunder or any part thereof. Landlord covenants and agrees to provide each Leasehold Mortgagee of which Lxxxxxxx has notice with a reasonable means to protect and preserve its lien and security interest in the GL Property created Premises upon the occurrence of an Event of Default by this Ground LeaseTenant hereunder. Landlord, as well as BNPLC's rights Tenant and interests in buildings, fixtures, equipment and Improvements situated on the Land and rents, issues, profits, revenues and other income to be derived by BNPLC therefrom. (B0 Any each Leasehold Mortgagee shall execute, acknowledge and deliver to one another one or other partymore agreements, including in form and substance reasonably acceptable to such Leasehold Mortgagee(s) to facilitate the closing of such leasehold mortgage financing transaction(s) (each, a “Recognition Agreement”); provided, however, that Landlord will not have any corporation formed by a obligation to enter into any agreement that will affect the Term or the Rent due hereunder, or substantially increase the obligations or materially adversely affect any rights of Landlord hereunder, except as expressly set forth herein nor shall Landlord be obligated to subordinate its fee estate to any Leasehold Mortgagee, may become execute any document creating personal liability on the legal owner part of Landlord or otherwise subject Landlord or its interests in the Property to liability on account of such leasehold financing beyond that expressly granted to Tenant pursuant to this Lease. Each such agreement shall provide, inter alia, that each Leasehold Mortgagee shall have the following rights: (i) copies of all notices to Tenant under this Lease shall be provided contemporaneously to the Leasehold Mortgagee, provided that Landlord has been provided with written notice of the leasehold estate created by this Ground Leaseaddress to which such notices should be sent, and (ii) Landlord’s failure to so provide each Leasehold Mortgagee with copies of notices to Tenant shall render the Improvements, equipment, fixtures and other property assigned as additional security pursuant to a Leasehold Mortgage, by foreclosure subject of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, any such notice non-binding on such Leasehold Mortgagee or other party may itselfMortgagee, after becoming (iii) in the legal owner and holder of the leasehold estate created by this Ground Lease, or of any Improvements, equipment, fixtures and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice event of a default by BNPLC Tenant hereunder, such Leasehold Mortgagee shall have the same concurrent notice and grace periods as are required to be given to Tenant to cure the same hereunder or after Landlord has provided such Leasehold Mortgagee with such notice, whichever is later, plus, in each instance, an additional ninety (90) days after the expiration of same; or where Leasehold Mortgagee’s ability to cure such Event of Default is contingent upon such Leasehold Mortgagee (or its designee) taking possession of the Premises and such Leasehold Mortgagee has commenced to take such action(s) as may be required to so take possession within such additional ninety (90) day period, such additional period of time as is reasonably required to complete such action(s), take possession of the Premises and cure such Event of Default (except in the case of a monetary default hereunder, in which event such Leasehold Mortgagee shall not have any additional cure period beyond the ninety (90) day period described above), (iv) Leasehold Mortgagee, without prejudicing any of its rights or remedies, shall have the right to cure any default or Event of Default of Tenant within the notice and cure periods set forth herein and/or the Recognition Agreement and Landlord shall be deemed effective until it required to accept such performance and/or payment (and such Leasehold Mortgagee is so served. Any and shall be authorized to enter upon the Premises for such purposes), (v) if the Lease shall be terminated due to a failure to cure an Event of Default, such Leasehold Mortgagee shall have the right to correct require that Landlord enter into a new and separate lease with such Leasehold Mortgagee or cure any such default within its designee on the same period of time after receipt of terms and conditions as this Lease, provided that such notice as is given to BNPLC under this Ground Lease to correct or cure defaults, plus an additional period of thirty days thereafter. Lessor will accept performance by any Leasehold Mortgagee (or its designee) thereafter cures all Events of any covenantDefaults within ninety (90) of written notice from Landlord, condition or agreement on BNPLC's part (vi) in the event of a default by Tenant under a leasehold mortgage, the applicable Leasehold Mortgagee shall be entitled to enforce all of its rights and remedies as provided for therein (provided that no Leasehold Mortgagee shall have rights in addition to those of Tenant hereunder other than as expressly set forth in this Section), (vii) this Lease may be performed hereunder with assigned, without the same force consent of Landlord, but otherwise subject to the terms and effect conditions of this Lease, and (viii) no surrender, other than upon the Expiration Date, shall be effective as though performed against such Leasehold Mortgagee unless expressly consented to in writing by BNPLCsuch Leasehold Mortgagee.

Leasehold Mortgages. (A0 By Tenant shall have the right to mortgage, pledge or conditionally assign this Lease to a Permitted Leasehold Mortgage BNPLC may encumber BNPLC's leasehold estate Mortgagee subject to the provisions of this Section and ARTICLE XII, and the payment to the Landlord of any amounts due, if any on account thereof, under ARTICLE IV above. In no event shall the fee interest in the GL Property created Premises or, unless specifically set forth herein or in any instrument given by this Ground Leasethe Landlord in connection therewith, as well as BNPLC's rights and interests any Rent be subordinate to any leasehold mortgage. Regardless of whether any such leasehold mortgage requires the Landlord’s consent, Tenant shall provide the Landlord with written notice of any such leasehold mortgage at least thirty (30) days prior to the closing of any such transaction. The making of a mortgage under the prior paragraph shall not be deemed to constitute an assignment, nor shall any mortgagee under such a mortgage not in buildings, fixtures, equipment and Improvements situated on actual possession of the Land and rents, issues, profits, revenues and other income to Premises be derived by BNPLC therefrom. (B0 Any Leasehold Mortgagee or other party, including any corporation formed by a Leasehold Mortgagee, may become the legal owner deemed an assignee of the leasehold estate created by this Ground Leasehereby, so as to require such mortgagee to assume the obligations of Tenant hereunder. However, a mortgagee in actual possession and of the Improvements, equipment, fixtures and other property assigned as additional security pursuant to a Leasehold Mortgage, by foreclosure of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, purchaser at any such Leasehold Mortgagee or other party may itself, after becoming the legal owner and holder sale of the leasehold estate created by this Ground Leasehereby upon foreclosure of a mortgage given in accordance with the prior paragraph, or the assignee of any Improvements, equipment, fixtures and other [Land] property assigned as additional security Tenant’s interest under this Lease pursuant to a Leasehold Mortgagean assignment in lieu of such foreclosure, convey or pledge the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed effective until it is so servedto be an assignee of Tenant (but no consent by the Landlord to such assignment or transfer shall be required) and subject to the terms and conditions of Section 12.02 hereof, shall be deemed to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY MGM RESORTS INTERNATIONAL. Any Leasehold Mortgagee shall THIS REDACTED VERSION OMITS CONFIDENTIAL INFORMATION, DENOTED BY ASTERISKS: [***]. A REFERENCE COPY, INCLUDING THE TEXT OMITTED FROM THIS REDACTED VERSION, HAS BEEN DELIVERED TO THE SECURITIES AND EXCHANGE COMMISSION. have assumed the right to correct obligations of Tenant hereunder arising from and after the date of taking actual possession or cure any such default within the same period of time after receipt of such notice as is given purchase or assignment. Prior to BNPLC under taking possession of the Premises following a foreclosure by any mortgagee, such mortgagee shall cure all monetary defaults and non-monetary defaults that are not Incurable Lease Defaults. If a mortgagee (or nominee) who has so assumed the obligations of Tenant hereunder thereafter assigns its interests in this Ground Lease to correct an assignee who assumes the obligations of Tenant hereunder, such mortgagee (or cure defaultsnominee), plus an additional period upon compliance by such assignee with Maryland laws, shall be relieved of thirty days thereafterthe obligations of Tenant arising after such assignment and assumption. Lessor will accept performance by any Leasehold Mortgagee A conditional assignment of any covenant, condition or agreement on BNPLC's part Tenant’s interest in this Lease to be performed hereunder a mortgagee as security for a mortgage granted in accordance with the same force prior paragraph shall not constitute an assumption of liability by the mortgagee of Tenant’s obligations hereunder until the date of such mortgagee’s taking of actual possession pursuant to the exercise of its rights under such conditional assignment; provided, however, that such mortgagee shall cure all monetary defaults and effect non-monetary defaults that are not Incurable Lease Defaults in existence as though performed by BNPLCof the time of such foreclosure.

Leasehold Mortgages. (A0 By Leasehold Mortgage BNPLC may a) Tenant shall have the right, from time to time, to conveyor encumber BNPLCby mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and interest in and to the Property and the Improvements thereto, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the GL event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property created with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by this Ground Leasepayment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as BNPLC's rights in the preparation, execution and interests in buildings, fixtures, equipment and Improvements situated on the Land and rents, issues, profits, revenues and other income to be derived by BNPLC therefrom. delivery of such new Sublease; (B0 Any 5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or other party, including any corporation formed by a Leasehold Mortgagee, may become conditions of this Sublease unless and until it becomes the legal owner of the leasehold estate created by of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Ground Lease, and of the Improvements, equipment, fixtures and other property assigned as additional security pursuant to a Leasehold Mortgage, by foreclosure of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, any Sublease unless such Leasehold Mortgagee or other party may itselfpurchaser shall first have delivered to Landlord an assumption agreement, after becoming executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the legal performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner and holder of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate created by whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Ground LeaseSublease, or except that the assignor shall be relieved of any Improvements, equipment, fixtures further liability which may.accrue hereunder from and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge after the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed effective until it is so served. Any Leasehold Mortgagee shall have the right to correct or cure any such default within the same period of time after receipt date of such notice as is given assignment, provided that the assignee shall execute and deliver to BNPLC under Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Ground Lease to correct or cure defaults, plus an additional period of thirty days thereafter. Lessor will accept performance by any Leasehold Mortgagee of any covenant, condition or agreement Sublease contained on BNPLCTenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the same rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as though performed by BNPLC.if Tenant had not defaulted under this Sublease. ARTICLE X

Leasehold Mortgages. Tenant may, with Landlord’s prior consent, execute and deliver Leasehold Mortgages to Leasehold Mortgagees (A0 By as those terms are defined in Paragraph 9 hereof). No Leasehold Mortgage BNPLC may encumber BNPLC's leasehold shall extend to or affect the fee, the reversionary interest, or the estate of Landlord in and to the GL Property created by Premises. The remaining terms and conditions of this Ground Leaseparagraph shall not be binding upon Landlord, as well as BNPLC's rights unless (i) a complete copy of the Leasehold Mortgage is delivered to the Landlord, and interests in buildings, fixtures, equipment and Improvements situated on (ii) the Land and rents, issues, profits, revenues and other income to be derived by BNPLC therefrom. (B0 Any Leasehold Mortgagee or other party, including any corporation formed by gives Landlord a Leasehold Mortgagee, may become written notice containing the legal owner name and current address of the leasehold estate created by this Ground Lease, and of the Improvements, equipment, fixtures and other property assigned as additional security pursuant to a Leasehold Mortgage, by foreclosure of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, any such Leasehold Mortgagee or other party may itself, after becoming the legal owner and holder of the leasehold estate created by this Ground Lease, or of any Improvements, equipment, fixtures and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No If such notice is delivered to the Landlord before a Tenant’s Default, the Landlord agrees to give the Leasehold Mortgagee a copy of each notice of a default by BNPLC Tenant’s Default at the same time that Landlord gives such notice to Tenant. Such notice shall be deemed effective until it is so served. Any duly given to the Leasehold Mortgagee when mailed to the Leasehold Mortgagee at its last address furnished to Landlord. Landlord shall have the right to correct or cure any such default within the same period of time after receipt of such notice as is given to BNPLC under this Ground Lease to correct or cure defaults, plus an additional period of thirty days thereafter. Lessor will accept performance by any the Leasehold Mortgagee of any covenantobligation of this Lease that Tenant is required to perform, condition or agreement on BNPLC's part to be performed hereunder with the same force and effect as though if performed by BNPLCTenant, provided that at the time of such performance the Landlord is furnished with satisfactory evidence that the person or firm tendering such performance or payment has a claimed interest in the Premises pursuant to the Leasehold Mortgage. The Leasehold Mortgagee shall have twenty (20) days after receipt of any such notice of default in which to cure any Tenant’s Default consisting of the non-payment of rent or additional rent under this Lease, and a reasonable time in which to cure any other Tenant’s Default. The Leasehold Mortgagee shall also have such rights as set forth in Paragraph 9 hereof.

Leasehold Mortgages. (A0 By Leasehold Mortgage BNPLC may encumber BNPLC's leasehold estate a) Tenant permitted or allowed in accordance with the GL Property created by applicable term and provisions of this Ground Lease, as well as BNPLC's rights and interests in buildingsmay, fixtureswithout Landlord’s consent, equipment and Improvements situated on the Land and rentsfrom time to time pledge, issues, profits, revenues and other income to be derived by BNPLC therefrom. (B0 Any Leasehold Mortgagee mortgage or other party, including any corporation formed by a Leasehold Mortgagee, may become the legal owner of encumber the leasehold estate created by this Ground Leasedemised to Tenant hereunder. Any such pledge, and deed of trust, mortgage or encumbrance upon the Improvementshe extended modified, equipmentamended demised hereunder as the same may be extended, fixtures and other property assigned as additional security pursuant modified, the Leasehold estate demised to Tenant hereunder; provided however, that each Leasehold Mortgagee shall be an Institutional Lender or if not, then prior to the delivery of each Leasehold Mortgage to a Leasehold Mortgagee which is not an Institutional Lender, Tenant shall first comply with the terms and provisions set forth below in this subsection. Tenant shall be entitled to request from time to time Landlord’s written waiver and acknowledgement, which may be relied upon by Tenant’s prospective lender under a proposed Leasehold Mortgage, of Tenant’s compliance with the “Minimum Ratio Requirements” (as hereinafter defined) by foreclosure giving written notice to Landlord of Tenant’s intent to incur indebtedness that will be secured by a new Leasehold Mortgage. Tenant shall not incur any such indebtedness or give the applicable Leasehold Mortgage until it has obtained such waiver and acknowledgement as aforesaid. Such written notice to Landlord will be accompanied by a certificate of an officer of Tenant wherein Tenant represents and warrants to Landlord that Tenant’s obtaining the loan to be secured by such new Leasehold Mortgage will not cause Tenant to violate the Minimum Ratio Requirements. Landlord shall deliver the aforesaid written waiver and acknowledgement to Tenant (or Tenant’s prospective lender, if requested), in the form reasonably requested by Tenant or such prospective lender, within thirty (30) days of Tenant’s request therefor, unless Landlord reasonably believes that Tenant’s representation and warranty contained in such certificate is false or inaccurate. Tenant shall within three (3) days after a request by Landlord, provide Landlord with copies of financial statements, certified by the Chief Financial officer of Tenant, as requested by Landlord in order to enable Landlord to make the above determination. Upon Landlord’s delivery of such waiver and acknowledgement, Tenant shall be entitled to incur the indebtedness in question and deliver a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Further, any such Leasehold Mortgagee or other party may itself, after becoming the legal owner and holder of the leasehold estate created by this Ground Lease, or of any Improvements, equipment, fixtures and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge secure the same without the consent of Lessor. (C0 Lessor shall serve notice of at any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed effective until it is so served. Any Leasehold Mortgagee shall have the right to correct or cure any such default time within the same 180 day period of time after receipt following Landlord’s delivery of such notice as is given to BNPLC under this Ground Lease to correct or cure defaults, plus an additional period of thirty days thereafter. Lessor will accept performance by any Leasehold Mortgagee of any covenant, condition or agreement on BNPLC's part to be performed hereunder with the same force waiver and effect as though performed by BNPLCacknowledgement.

Leasehold Mortgages. Landlord covenants and agrees to cooperate with Tenant and each lender providing financing to Tenant (A0 By each, a “Leasehold Mortgage BNPLC may encumber BNPLC's Mortgagee”), from time to time, at no out-of-pocket cost to Landlord, to the extent such financing is, or is intended to be, secured by a mortgage encumbering the leasehold estate of Tenant hereunder or any part thereof. Landlord acknowledges and agrees that the vast majority of the costs of constructing the improvements as contemplated herein will be obtained through leasehold financing. Accordingly, Landlord covenants and agrees to provide each Leasehold Mortgagee of which Landlord has notice with a reasonable means to protect and preserve its lien and security interest in the GL Property created Premises upon the occurrence of an Event of Default by this Ground LeaseTenant hereunder. Landlord, as well as BNPLC's rights Tenant and interests in buildings, fixtures, equipment and Improvements situated on the Land and rents, issues, profits, revenues and other income to be derived by BNPLC therefrom. (B0 Any each Leasehold Mortgagee shall execute, acknowledge and deliver to one another one or other partymore agreements, including in form and substance reasonably acceptable to such Leasehold Mortgagee(s) to facilitate the closing of such leasehold mortgage financing transaction(s) (each, a “Recognition Agreement”); provided, however, that Landlord will not have any corporation formed by a obligation to enter into any agreement that will affect the Term or the Rent due hereunder, or substantially increase the obligations or materially adversely affect any rights of Landlord hereunder, except as expressly set forth herein, nor shall Landlord be obligated to subordinate its fee estate to any Leasehold Mortgagee, may become execute any document creating personal liability on the legal owner part of Landlord or otherwise subject Landlord or its interests in the Property to liability on account of such leasehold estate created by this Ground Lease, and of the Improvements, equipment, fixtures and other property assigned as additional security financing beyond that expressly granted to Tenant pursuant to a Leasehold Mortgagethis Lease. Each such agreement shall provide, by foreclosure of a Leasehold Mortgage or as a result of the assignment or conveyance in lieu of foreclosure. Furtherinter alia, any such Leasehold Mortgagee or other party may itself, after becoming the legal owner and holder of the leasehold estate created by this Ground Lease, or of any Improvements, equipment, fixtures and other [Land] property assigned as additional security pursuant to a Leasehold Mortgage, convey or pledge the same without the consent of Lessor. (C0 Lessor shall serve notice of any default by BNPLC hereunder upon any Leasehold Mortgagee. No notice of a default by BNPLC shall be deemed effective until it is so served. Any that each Leasehold Mortgagee shall have the right following rights: (i) copies of all notices to correct or cure any Tenant under this Lease shall be provided contemporaneously to the Leasehold Mortgagee, provided that Landlord has been provided with written notice of the address to which such notices should be sent, (ii) Landlord’s failure to so provide each Leasehold Mortgagee with copies of notices to Tenant shall render the subject of such notice non-binding on such Leasehold ***CONFIDENTIAL TREATMENT REQUESTED *** Mortgagee, (iii) in the event of a default within by Tenant hereunder, such Leasehold Mortgagee shall have the same concurrent notice and grace periods as are required to be given to Tenant to cure the same hereunder or after Landlord has provided such Leasehold Mortgagee with such notice, whichever is later, plus, in each instance, an additional ninety (90) days after the expiration of same; or where Leasehold Mortgagee’s ability to cure such Event of Default is contingent upon such Leasehold Mortgagee (or its designee) taking possession of the Premises and such Leasehold Mortgagee has commenced to take such action(s) as may be required to so take possession within such additional ninety (90) day period, such additional period of time after receipt of such notice as is given reasonably required to BNPLC under this Ground Lease to correct or complete such action(s), take possession of the Premises and cure defaultssuch Event of Default (except in the case of a monetary default hereunder, plus an additional period of thirty days thereafter. Lessor will accept performance by any in which event such Leasehold Mortgagee shall not have any additional cure period beyond the ninety (90) day period described above), (iv) Leasehold Mortgagee, without prejudicing any of its rights or remedies, shall have the right to cure any covenantdefault or Event of Default of Tenant within the notice and cure periods set forth herein and/or the Recognition Agreement and Landlord shall be required to accept such performance and/or payment (and such Leasehold Mortgagee is and shall be authorized to enter upon the Premises for such purposes), condition (v) if the Lease shall be terminated due to a failure to cure an Event of Default, such Leasehold Mortgagee shall have the right, subject to approval by the applicable gaming authority, to require that Landlord enter into a new and separate lease with such Leasehold Mortgagee or agreement its designee on BNPLC's part to be performed hereunder with the same force terms and effect conditions as though performed this Lease, provided that such Leasehold Mortgagee (or its designee) thereafter cures all Events of Defaults within ninety (90) of written notice from Landlord, (vi) in the event of a default by BNPLCTenant under a leasehold mortgage, the applicable Leasehold Mortgagee shall be entitled to enforce all of its rights and remedies as provided for therein (provided that no Leasehold Mortgagee shall have rights in addition to those of Tenant hereunder other than as expressly set forth in this Section 23), (vii) this Lease may be assigned, without the consent of Landlord, but subject to approval of the applicable gaming authority to such Leasehold Mortgagee or its designee, but otherwise subject to the terms and conditions of this Lease, and (viii) no surrender, other than upon the Expiration Date, shall be effective as against such Leasehold Mortgagee unless expressly consented to in writing by such Leasehold Mortgagee.