Common use of New Lease Clause in Contracts

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,

New Lease. (i) In the event of the termination of that this Lease is terminated as a result of Tenant's any default prior to the expiration of the termby Lessee hereunder or any other cause (including, or in the event of without limitation, a rejection by Landlord or Tenant of this Lease under Chapter by Lessee’s trustee in bankruptcy pursuant to 11 U.S.C. §365 or any equivalent provision of the Bankruptcy Codelaw), Landlord shall, in addition to providing the notices of default and termination as required by this Lease, Lessor shall provide each Leasehold Mortgagee with written notice Notice that the this Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejectiontermination, and of all other defaults, if any, then known to LandlordLessor. Upon any request Lessor agrees, at the option of the Leasehold Mortgagee, or its designee, Landlord agrees to immediately enter into a new lease ("hereinafter referred to as the “New Lease"”) of the Premises Leased Property with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease with the same covenants, conditions and agreements (including, without limitation, any and all options to extend or renew the term of this Lease, effective but excluding any requirements which have been satisfied by Lessee prior to termination) as are contained herein, subject only to (A) the conditions of title as the Leased Property is subject to on the date of termination or rejection, as the case may be, at execution of the Rent, New Lease and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are do not applicable or which have already been fulfilled) arise from a voluntary breach by Lessor of this Lease; provided, however, that and (iB) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien right, if any, of any other Leasehold Mortgage (parties under Subleases. Thereafter, the "Senior Leasehold Mortgagee") lessee under the New Lease shall have the right same right, title and interest in and to give notice the Leased Property as Lessee had under this Lease. The obligations of its intent Lessor to enter into a New Lease shall be subject to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,following conditions:

New Lease. In the event of the termination of that this Lease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor’s rights, then, so long as a result Leasehold Mortgagee has cured any monetary events of default and is making commercially reasonable efforts to cure any non- monetary events of default (other than the bankruptcy of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code) as provided herein, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each immediately upon written request from such Leasehold Mortgagee with written notice that received within ninety (90) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of such Leasehold Mortgagee, which new agreement shall (i) contain the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leasesame covenants, together with a statement of all sums which would at that time be due under agreements, terms, provisions and limitations as this Lease but (except for any requirements that have been fulfilled by Tenant or a sublessee prior to such termination termination, rejection or rejectiondisaffirmance), (ii) be for a term commencing on the date of such termination, rejection or disaffirmance, and continuing for the remaining term of all this Lease before giving effect to such termination, rejection or disaffirmance and (iii) enjoy the same priority as this Lease over any lien, encumbrance or other defaultsinterest created by Landlord; and, until such time as such new agreement is executed and delivered, the Leasehold Mortgagee may enter, use and enjoy the Site and Easement Lands and conduct operations thereon as if any, then known to Landlordthis Lease were still in effect. Upon any request At the option of the Leasehold Mortgagee, or its designeethe new agreement may be executed by a designee of such Leasehold Mortgagee, Landlord agrees to enter into without the Leasehold Mortgagee assuming the burdens and obligations of Tenant thereunder. If more than one Leasehold Mortgagee makes a written request for a new lease ("New Lease") of agreement pursuant hereto, then the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) same shall be delivered to the Leasehold Mortgagee whose lien upon the Premises Mortgage is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to senior in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,priority.

New Lease. In the If this Lease is terminated for any reason, including, but not limited to any termination following Mortgagee’s failure to cure an event of the termination of default as permitted in Section 16.1, or if this Lease as a result of Tenant's default prior is rejected or disaffirmed pursuant to the expiration of the term, bankruptcy laws or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Codeother laws affecting creditors’ rights, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to will enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee, or any party designated by the Mortgagee or its designee for (other than an Excluded Sublessee/Assignee Party), within thirty (30) days after the remainder request of the term of this Lease, Mortgagee referred to below. The new lease shall be effective as of the date of termination termination, rejection or rejectiondisaffirmance of this Lease and shall be upon the same terms and provisions contained in this Lease (including the amount of the Base Rent and other sums due from Tenant hereunder). In order to obtain a new lease, Mortgagee must make a written request to Landlord for the new lease within sixty (60) days after Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, at and the Rentwritten request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee or the party designated by Mortgagee as tenant. In addition, Mortgagee must cure all Events of Default under the Lease. Mortgagee’s rights under this Section 16.3 are in addition to, and upon the termsnot limited by, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) Mortgagee’s right to cure under Section 16.1. The provisions of this Lease; providedSection 16.3 are a separate and independent covenant made by Landlord to and for the benefit of Mortgagee. From the effective date of termination, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien rejection or disaffirmance of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New this Lease to the Landlord for a period date of 60 days from its receipt execution and delivery of such new lease or the expiration of the notice referred to period during which Mortgagee may request a new lease, Mortgagee may, upon payment of the Base Rent and any other sums as may be due from Tenant and performance of Tenant’s obligations under this Lease, use and enjoy the leasehold estate in accordance with the first sentence terms of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,without hindrance by Landlord.

New Lease. In the event of the any termination of this Lease of which Landlord has received written notice by reason of a surrender, cancellation, or termination by Tenant, or as a result of Tenant's default prior to the expiration of the term, rejection or in the event of a rejection by Landlord or Tenant disaffirmance of this Lease under Chapter 11 pursuant to bankruptcy law or other Law affecting creditors rights, or as a result of the Bankruptcy Codeany other termination of this Lease for any reason, then Landlord shall, in addition shall deliver notice to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice Permitted Lender that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaserejected, together with as applicable. The notice shall include a statement of all sums which Rent that would at that time be due under this Lease but for the termination hereof or the rejection of this Lease, as applicable, and all other Events of Default, or breaches under this Lease, that are then known to Landlord, without the duty of inquiry; provided that in no event shall such notice prevent or estop Landlord from asserting other breaches under the Lease or Events of Default that become known to Landlord after the time the notice is sent to the Permitted Lender. The Permitted Mortgage Lender (a “New Tenant”) shall then have the option, to be exercised within sixty (60) days following receipt of such notice of termination or rejection, and of all other defaultsas applicable, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("“New Lease"”) with Landlord and, if Permitted Mortgage Lender does not exercise such option within such sixty- (60-) day period, then, if MICC or an Affiliate of MICC is the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this LeasePermitted Mezzanine Lender (also referred to herein as a “New Tenant”), effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") it shall have the right option, to give be exercised no later than seventy-five (75) days following receipt of such notice of its intent termination, to enter into a New Lease to with Landlord (the Landlord for a period of 60 days from its receipt of time during which any Permitted Lender may require a New Lease, the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the “New Lease during this 60-day period; Period”), in each case, on the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; following terms and provided further, however,conditions:‌

New Lease. In Except as expressly provided in the event of the termination last sentence of this Lease as a result of Tenant's default prior to the expiration of the termSection, or in the event of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 for any reason including, without limitation, by reason of any Default or the Bankruptcy Coderejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditors rights, Landlord shall give prompt notice thereof to any Lenders who have requested notice from Landlord in writing and furnished their names and addresses to Landlord. Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with on written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of any such Lender, made at any time within ninety (90) days after the Leasehold Mortgageegiving of such notice by Landlord, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Leased Premises with such Leasehold Mortgagee or its designee for Lender within twenty (20) days after the remainder receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of such termination or rejection, as of this Lease and shall be for the case may beremainder of the Term of this Lease, at the Rentrent provided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all transfer rights, but excluding requirements which agreements as are not applicable or which have already been fulfilled) of this Leaseherein contained; provided, however, provided that such Lender shall: (i) pay to Landlord at the Leasehold Mortgagee whose lien upon time of the execution and delivery of said new lease any and all sums for Rent payable by Tenant hereunder to and including the date thereof, less the net amount (i.e., net of all reasonable expenses) of all sums received by Landlord from any Subtenants in occupancy of any part or parts of the Leased Premises is superior and/or Improvements up to the lien date of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice commencement of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and such new lease; (ii) if pay all reasonable costs resulting from the Senior Leasehold Mortgagee does not exercise its preparation and execution of such new lease; and (iii) on or prior to the execution and delivery of said new lease, agree in writing that promptly following the delivery of such new lease, such Lender will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Leased Premises to such Lender unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. Notwithstanding anything contained in this Section 8.6 to the contrary, Lender’s leasehold interest in the Leased Premises pursuant to the new lease shall be subject to any claims by Tenant that it has a right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder possession of the period(s) specified below; and provided further, however,Leased Premises.

New Lease. In the event of the termination of If this Lease as a result of Tenant's default prior to the expiration of the termis terminated for any reason, or in the event of a the rejection by Landlord or Tenant disaffirmance of this Lease under Chapter 11 of pursuant to bankruptcy law or other law affecting creditors’ rights, the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to Lessor will enter into a new lease ("New Lease") of the Premises with such a Leasehold Mortgagee Mortgagee, or its designee any Eligible Lessee, not less than ten (10) nor more than thirty (30) days after the request of a Leasehold Mortgagee, for the remainder of the term of this Leaseterm, including any renewals, effective as of the date of termination such termination, rejection, or disaffirmance, upon all the terms and provisions contained in this Lease, provided that (i) the Leasehold Mortgagee makes a written request to the Lessor for such new lease within ninety (90) days after the effective date of such termination, rejection, or disaffirmance, as the case may be, and such written request is accompanied by a copy of the new lease, prepared at the RentLeasehold Mortgagee’s expense, duly executed and acknowledged by the Leasehold Mortgagee, or the party designated by the Leasehold Mortgagee to be the lessee under the new lease, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (iii) the Leasehold Mortgagee whose lien upon cures all defaults under this Lease that can be cured by the Premises is superior Leasehold Mortgagee or its agent, pays or causes to be paid any and all delinquent real estate taxes and annual installments of special assessments on the Premises, and pays to the lien Lessor all rent, current or delinquent, that would at the time of any other Leasehold Mortgage (such execution and delivery be due and payable by the "Senior Lessee under this Lease but for such rejection, disaffirmance, or termination, notwithstanding anything herein to the contrary. If the Leasehold Mortgagee") shall , or the party so designated by the Leasehold Mortgagee, enters into a new lease with the Lessor pursuant to this subparagraph, then any default under this Lease that, because the default is personal to the Lessee (such as bankruptcy), cannot reasonably be cured by the new lessee, will be deemed cured. Any new lease made pursuant to this subparagraph will have the right same priority of lien as this Lease. The provisions of this subparagraph will survive the termination, rejection, or disaffirmance of this Lease, and will continue in full effect thereafter to give notice the same extent as if this subparagraph were a separate and independent contract made by the Lessor, Lessee and any Leasehold Mortgagee, and from the effective date of its intent to enter into a New such termination, rejection, or disaffirmance of this Lease to the Landlord for a period date of 60 days from its receipt execution and delivery of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior such new lease, any Leasehold Mortgagee does not exercise its right to enter into may use and enjoy the New leasehold estate created by this Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,without hindrance by Landlord.

New Lease. In the event that this Sublease is rejected or disaffirmed pursuant to bankruptcy law or any other law affecting creditor’s rights, then, so long as a Leasehold Mortgagee has cured any monetary defaults and is making commercially reasonable efforts to cure any non-monetary defaults (other than the bankruptcy of Sublandlord) as provided herein, Subtenant shall, within ten (10) days following receipt of written request from such Leasehold Mortgagee received within forty-five (45) days after any such termination, rejection or disaffirmance, without demanding additional consideration therefor, enter into a new agreement in favor of such Leasehold Mortgagee, which new agreement shall (i) contain the termination same covenants, agreements, terms, provisions and limitations as this Sublease (except for any requirements that have been fulfilled by Sublandlord prior to such termination, rejection or disaffirmance), (ii) be for a term commencing on the date of such termination, rejection or disaffirmance, and continuing for the remaining term of this Lease Sublease before giving effect to such termination, rejection or disaffirmance and (iii) enjoy the same priority as a result of Tenant's default prior to this Sublease over any lien, encumbrance or other interest created by Subtenant; and, until such time as such new agreement is executed and delivered, the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that may enter, use and enjoy the Lease has been terminated or that Landlord has filed a request with Sublease Premises and conduct operations thereon as if this Sublease were still in effect. At the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request option of the Leasehold Mortgagee, or its designeethe new agreement may be executed by a designee of such Leasehold Mortgagee, Landlord agrees to enter into without the Leasehold Mortgagee assuming the burdens and obligations of Sublandlord thereunder. If more than one Leasehold Mortgagee makes a written request for a new lease ("New Lease") of agreement pursuant hereto, then the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) same shall be delivered to the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to is senior in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,priority.

New Lease. In the event of the termination of this Lease as a result of Tenant's default for any reason prior to its stated expiration date, Landlord will give the expiration Leasehold Mortgagee notice of such termination within seven (7) calendar days after such termination. If the term, or in Leasehold Mortgagee gives notice of its request upon Landlord for the event new lease within a period of a rejection by Landlord or Tenant forty-five (45) calendar days from the date such notice of this Lease under Chapter 11 of termination is delivered to the Bankruptcy CodeLeasehold Mortgagee, Landlord shall, in addition to providing the notices within fourteen (14) calendar days after Landlord’s receipt of default and termination as required by this Lease, provide each such Leasehold Mortgagee with written Mortgagee’s notice that the Lease has been terminated or that Landlord has filed of a request with the Bankruptcy Court seeking to reject the Leasefor a new lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Leased Premises with such the Leasehold Mortgagee (or its designee or nominee) for the remainder of the term of this Lease, effective as immediately upon such termination of the date of termination or rejection, as the case may besuch prior Lease, at the Rent, rental and upon the covenants, agreements, terms, covenants conditions and conditions limitations (including all transfer rights, but excluding requirements which are not applicable except as may have been previously fulfilled or which have already been fulfilled) of this Lease; provided, however, that (i) as may be inapplicable to the Leasehold Mortgagee whose lien upon or its designee or nominee) otherwise herein contained; provided that the Premises Leasehold Mortgagee agrees in the new lease to cure, within the applicable cure period commencing on execution of the new lease, the then existing defaults of Tenant other than defaults not reasonable susceptible of being cured by the Leasehold Mortgagee (including, without limitation, any default by reason of any bankruptcy, insolvency, actions by or for the benefit of creditors, or indebtedness of Tenant). If there is superior more than one Leasehold Mortgagee at the time of such termination, the term “Leasehold Mortgagee” as used herein shall be deemed to refer only to the lien senior Leasehold Mortgagee; provided that the senior Leasehold Mortgagee may, prior to the expiration of the forty-five (45) day period described above, assign to any other Leasehold Mortgage Mortgagee (the "Senior or its designee or nominee) such senior Leasehold Mortgagee") shall have the right ’s rights hereunder to give notice of its intent the request for a new lease and to enter into a New Lease to the new lease with Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and as provided further, however,above.

New Lease. In (a) Rejection of this Lease by the event of City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless SAMP, with the Lender's consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, SAMP (or the Lender if it has succeeded to SAMP's interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a result of Tenant's default prior bankruptcy proceeding involving the City pursuant to debtor relief laws and if SAMP (or the expiration Lender on its behalf) elects pursuant to any debtor relief laws to retain its rights under this Lease, then the rights and remedies of the term, or in parties will continue to be governed by the event of a rejection by Landlord or Tenant terms of this Lease and SAMP shall continue to have all rights of a tenant under Chapter 11 applicable law. The City agrees that the rights of the Bankruptcy Code, Landlord shall, Lender under the Leasehold Mortgage and any other document or instrument executed and delivered in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request connection with the Bankruptcy Court seeking to reject Leasehold Mortgage shall not be affected or impaired by the Lease, together with a statement rejection of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlordby the City. Upon any request of the Leasehold Mortgagee, or its designee, Landlord The City agrees to enter into a new lease provide the Lender with at least ten ("New Lease"10) of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give business days' prior written notice of its intent to enter into a New seek to reject this Lease in any bankruptcy proceeding involving the City and that it shall not object to the Landlord Lender's standing to file pleadings, appear in court or otherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The City and SAMP agree, for a period of 60 days from its receipt the benefit of the notice referred to in the first sentence Lender, that upon any such rejection of this Section 18.2.18 and (ii) if Lease by the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have City, the right to give exercise the election arising under the debtor relief laws either to treat this Lease as terminated or to retain XXXX's rights hereunder shall be exercisable exclusively by the Lender and not by SAMP. Pending the City's written receipt of notice of from the Lender as to such election, SAMP shall without further act or deed be deemed to have elected to retain its intent rights under this Lease and to enter into a New Lease to the Landlord during the remainder remain in possession of the period(s) specified below; and provided further, however,Leased Property.

New Lease. In the event Upon written notice from any Lender or any successor or assign of a Lender following the termination of this Lease as a result of Tenant's default prior to the expiration of the termLessee’s default, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to Lessor shall enter into a new lease ("New Lease") with such Lender or successor or assign of a Lender covering the Premises with such Leasehold Mortgagee or its designee for the remainder of the term Term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rentsame rent and subject to the same covenants, agreements, conditions, provisions, restrictions and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of limitations contained in this Lease; providedprovided that such Lender, however, that or successor or assign of a Lender: (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee"a) shall have the right to give written notice of its intent to enter into such a New new lease within sixty (60) days after it has become the owner of the Leasehold Estate, whether by foreclosure, transfer in lieu of foreclosure or otherwise and (b) cures all then existing uncured defaults of Lessee under this Lease which can practicably be cured by such Lender, or successor or assign of a Lender. Such new lease, and this covenant, shall have the same priority with respect to any rights, liens and interests intervening between the date of this Lease and the effective date of such new lease as this Lease. Each sublessee of the Premises whose sublease was in force and effect immediately prior to the Landlord for a period termination of 60 days from this Lease and did not by its receipt own terms expire prior to the effective date of the notice referred new lease, shall attorn to in the first sentence Lessee under the new lease. Each sublessee who hereafter enters into a sublease of all or any portion of the Premises shall be deemed to have agreed to the provisions of this Section 18.2.18 and (ii) if 7.5. In the Senior event that more than one Lender holding a Leasehold Mortgagee does not exercise its right to enter into Deed of Trust on the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon same portion of the Premises is superior attempts to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have exercise the right to give notice obtain a new lease pursuant to this Section 7.5 for such portion of its intent the Premises, then priority for determination of which Lender is entitled to enter into a New Lease new lease, free and clear of the rights of all other mortgages, shall be given to the Landlord during Lender holding the remainder Leasehold Deed of Trust with the highest priority lien upon such portion of the period(s) specified below; and provided further, however,Premises. Lessee shall not be relieved of any liability to Lessor under this Lease by reason of Lessor’s entering into a new lease pursuant to this Article 7.

New Lease. In case (a) either (i) Tenant's interest hereunder shall be sold, assigned (other than for security purposes) or otherwise transferred pursuant to the event exercise of the termination any right, power or remedy by Mortgagee or pursuant to judicial proceedings, and satisfactory provision for indemnification of Lessor against any adverse claims arising out of or with respect to this Lease shall have been made, or (ii) this Lease shall be rejected under the powers reserved to Tenant and its Trustee in Bankruptcy under the federal Bankruptcy Code or similar state or federal legislation; (b) no Holding Rent, Base Rent, Additional Rent or Escalation Rent (but as a result to each such rent only to the extent to which Mortgagee is subordinate thereto as provided in Section 21.2) shall then be due and payable to Lessor, (c) Mortgagee or any other purchaser of Tenant's interest hereunder shall have arranged for the correction of any default prior (other than in the payment of Participation Rent or Supplemental Rent or of any Escalation Rent, but only to the expiration extent to which the Mortgagee was not subordinate thereto as provided in Section 21.2) susceptible of being corrected by the termtenant under the New Lease referred to below, or in and (d) this Lease shall have been terminated pursuant to the event terms hereof by reason of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Codedefault, Landlord shallthen Lessor, in addition within ninety (90) days after receiving written request therefor and upon payment to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement Lessor of all sums which would at that time be due under this Lease but for such termination or rejectionof Lessor's expenses, including, without limitation, attorneys' fees and of all other defaultsexpenses incident thereto, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into will execute and deliver a new lease ("New Lease") of the Premises with such Leasehold Phase 1A to Mortgagee or its designee for the remainder of the term of this Leasenominee, effective as of the date of termination purchaser, assignee or rejectiontransferee, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; Lease Term (a "New Lease"), and, except for charges or encumbrances caused or suffered by Tenant, with the same terms as are contained herein (except that the tenant under such New Lease shall be entitled to the same rights as are provided under Article 21 to Mortgagee and provided furtherany purchaser, however,transferee and successor and with priority equal to that hereof). Concurrently with execution of such New Lease, Lessor shall quitclaim the Phase 1A Improvements to the tenant under the New Lease together with a Bill of Sale and other appropriate instruments of conveyance, for such of Tenant's Equipment as may have come into Lessor's possession. Upon the execution and delivery of such New Lease, Lessor, at the expense of the tenant under the New Lease, shall take such steps as shall be necessary to cancel and discharge this Lease of record and remove Tenant from Phase 1A and the tenant under the New Lease shall be deemed to be the landlord under any Occupancy Leases.

New Lease. In the event of the termination of this Lease as a result of Tenant's default is terminated for any reason prior to the expiration end of the termLease Term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with Lessor shall promptly give Lender written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to shall enter into a new lease ("“New Lease"”) with Lender or Xxxxxx’s nominee covering the 000 X. Xxxx Street Property, provided that Lender (a) requests such New Lease by written notice to Lessor within sixty (60) days after Xxxxxx’s receipt of written notice by Lessor of termination of the Premises with such Leasehold Mortgagee or its designee Lease, and (b) cures all prior defaults of Lessee that are reasonably capable of being cured by Xxxxxx. The New Lease shall be for the remainder of the term of this LeaseLease Term, effective as of at the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rightssuch termination, but excluding requirements which are shall not applicable or which have already been fulfilled) include any of this Lease; providedthe covenants, howeveragreements, that (i) conditions, provisions, restrictions and limitations contained in Section 2.4 of the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") Lease and Lessor shall have the right right, but not the obligation, to give notice increase the annual rent for each lot set forth in Section 2.3 to fair market value rental rates which shall be determined by the appraisal process provided in Section 6.7. In connection with a New Lease, Lessor shall assign to Lender or its nominee all of its intent Lessor’s interest in all existing subleases of all or any part of the 000 X. Xxxx Street Property and all attornments given by the sublessees. Lessor shall not terminate or agree to terminate any sublease or enter into any New Lease or sublease for all or any portion of the 000 X. Xxxx Street Property without Xxxxxx’s prior written consent, unless Xxxxxx fails to deliver its request for a New Lease under this Section. In connection with any such New Lease, Lessor shall, by grant deed, convey to Lender or its nominee title to the Landlord for Improvements, if any, which become vested in Lessor as a period result of 60 days from its receipt termination of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Lease.

New Lease. In the event of the termination of this Lease as a result of Tenant's ’s default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the United States Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("“New Lease"”) of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (ia) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "“Senior Leasehold Mortgagee"”) shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 sixty (60) days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (iib) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; , then the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,

New Lease. In Subject to the rights of Mortgagees in Section 14, in the event of the termination of this Lease as upon a result default, by agreement, by operation of Tenant's default prior to the expiration of the termlaw or otherwise, or in the event of a rejection by Landlord or Tenant of if this Lease under Chapter 11 of the Bankruptcy Codeis rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaultsSublessee, if any, then known shall have the right (but not the obligation) to Landlord. Upon any request demand, and Lessor shall, without demanding additional consideration therefor, except for reasonable attorney’s fees incurred by Lessor for Lessor’s review of the Leasehold Mortgageesuch new lease, or its designeeimmediately grant and enter into, Landlord agrees to enter into a new lease ("New Lease") with each Sublessee hereunder under which the Sublessee shall be entitled to, and Lessor shall not disturb, the continued use and enjoyment by such Sublessee of the Premises with Property (or the applicable portion thereof), which new lease shall: (a) contain the same covenants, agreements, terms, provisions and limitations as this Lease (except for any requirements that have been fulfilled by Lessee or any Sublessee prior to the execution of such Leasehold Mortgagee new lease, and except for any modifications that may be required to ensure that such Sublessee’s obligations under such new lease do not exceed its obligations under its Sublease); (b) include the Property and the Improvements (or its designee such portion thereof) in which said Sublessee had an interest on the date of such default, termination or rejection; (c) be for the remainder of the term full remaining Term of this Lease, effective as set forth in Section 2, or such shorter term to which said Sublessee may otherwise be entitled pursuant to its Sublease; (d) contain a grant to said Sublessee of access, transmission, communications, utility and other easements covering such portion or portions of the date of termination or rejectionProperty as such Sublessee may reasonably designate (which shall not be less than the grant, as the case may beif any, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Leasecontained in its Sublease); provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (iie) enjoy the same priority as this Lease over any lien, encumbrance or other interest created by Lessor. Until such time as such new lease is executed and delivered, the Sublessee may continue to enter, use and enjoy the Property (or such portion thereof) and conduct Operations thereon as if the Senior Leasehold Mortgagee does not exercise its right to enter into the New this Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,were still in effect.

New Lease. In Lessor shall have the event of right, at any time and from ---------- time to time during the termination of Term for any purpose, by written notice to Lessee, to require Lessee to execute an amendment to this Lease as whereby the Leased Property of one or more Facilities (individually, a result of Tenant's default prior to "Separated Property" or collectively, the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default "Separated Properties") is separated and termination as required by removed from this Lease, provide each Leasehold Mortgagee and to simultaneously execute a substitute lease with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking respect to reject the Leasesuch Separated Property(ies), together with a statement of all sums in which would at that time be due under this Lease but for such termination or rejection, case: (a) Lessor and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into Lessee shall execute a new lease (the "New Lease") of the Premises with for such Leasehold Mortgagee or its designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date specified in Section 46.13(c) below (the "New Lease Effective Date"), in the same form and substance as this Lease, but with such changes thereto as necessary to reflect the separation of termination or rejectionthe Separated Property(ies) from the balance of the Leased Property, including the following: (i) The total monthly Minimum Rent payable under such New Lease shall be the total applicable monthly Allocated Minimum Rent (pursuant to Section 46.3 above) with respect to such Separated Property(ies); (ii) All Minimum Rent escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; (iii) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such New Lease). (b) Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby. (c) In the case may beof any New Lease that is entered into in accordance with this Section 46.13, at such New Lease shall be effective on the Rent, and upon date which is the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) earlier of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon date the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to is fully executed and delivered by the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 parties thereto and (ii) if the Senior Leasehold Mortgagee does not exercise its right date specified in the written notice from Lessor to enter into Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such notice is issued. (d) Lessor and Lessee shall take such actions and execute and deliver such documents, including without limitation the New Lease during and an amendment to this 60-day period; Lease, as are reasonably necessary and appropriate to effectuate the Leasehold Mortgagee whose lien upon the Premises is superior to the lien provisions and intent of this Section 46.13. (e) Each party shall bear its own costs and expenses in connection with any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,entered into in accordance with this Section 46.13. [Signature Page Follows] SIGNATURE PAGE TO ADDENDUM TO LEASE

New Lease. In the event case of the termination of this Lease as a result of Tenant's default for any reason whatsoever prior to the expiration of the termTerm (other than (i) a termination consented in writing by the applicable Leasehold Mortgagee or (ii) a termination permitted under this Lease as a result of the failure or refusal of such Leasehold Mortgagee to comply with the provisions of Section 25.4 and Section 25.5 hereof), or including in the event of a rejection by Landlord or Tenant disaffirmance of this Lease under Chapter 11 of the Bankruptcy Codepursuant to bankruptcy law or other Applicable Law affecting creditors rights, Landlord shall give prompt Notice thereof to any Leasehold Mortgagee. Landlord shall, in addition on written request of any such Leasehold Mortgagee, made at any time within thirty (30) calendar days after Notice from Landlord to providing such Leasehold Mortgagee of the notices termination of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises Lease with such Leasehold Mortgagee or its designee for the remainder an Affiliate or Subsidiary thereof within thirty (30) calendar days after receipt of the term of this Leasesuch request, which new Lease shall be effective as of the date of such termination or rejectionof this Lease for the remainder of the Term, as the case may be, at the Rent, and upon the terms, covenants on all terms and conditions (including all transfer rightsof this Lease that would have been in effect on such date but for such termination, but excluding requirements which other than such terms as are not applicable reasonably susceptible to being performed by Leasehold Mortgagee or which have already been fulfilled) of this an Affiliate or Subsidiary thereof (the “New Lease”); provided, however, that such Leasehold Mortgagee shall: (i) contemporaneously with the delivery of such request pay to Landlord all Rent and other amounts payable by Tenant hereunder which are then due; (ii) pay to Landlord at the time of the execution and delivery of the New Lease any and all reasonable, out-of-pocket costs and expenses of any kind which Landlord incurs with respect to the operation and maintenance of the Leased Premises after the rejection or disaffirmance of this Lease and any and all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with the New Lease, including the reasonable fees and expenses of Landlord’s outside legal counsel; (iii) comply with the provisions of Section 25.5.6 regarding Approval of the Person proposed by such Leasehold Mortgagee whose lien upon to operate the Premises is superior Project Improvements and (iv) on or prior to the lien execution and delivery of any the New Lease, agree in writing that promptly following the delivery of the New Lease such Leasehold Mortgagee or an Affiliate or Subsidiary thereof will perform or cause to be performed all of the other Leasehold Mortgage covenants, obligations and agreements contained in this Lease on Tenant’s part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of the New Lease (the "Senior except such covenants and agreements which are not reasonably susceptible of performance by such Leasehold Mortgagee") shall have the right to give notice ). Xxxxxxxx’s execution of its intent to enter into such a New Lease shall not in and of itself create any express or implied warranty by Landlord as to the Landlord for a period of 60 days from its receipt condition of the notice referred Leased Premises. Xxxxxxxx agrees not to in the first sentence accept a voluntary surrender, termination or modification of this Section 18.2.18 and (ii) if Lease at any time while a Leasehold Mortgage shall remain a Lien on Tenant’s Leasehold Estate without the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; prior written Approval of the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,.

New Lease. In Subject to the rights of Mortgagees in Section 14, in the event of the termination of this Lease as upon a result default, by agreement, by operation of Tenant's default prior to the expiration of the termlaw or otherwise, or in the event of a rejection by Landlord or Tenant of if this Lease under Chapter 11 of the Bankruptcy Codeis rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaultsSublessee, if any, then known shall have the right (but not the obligation) to Landlord. Upon any request demand, and Lessor shall, without demanding additional consideration therefor, except for reasonable attorney’s fees incurred by Lessor for Lessor’s review of the Leasehold Mortgageesuch new lease, or its designeeimmediately grant and enter into, Landlord agrees to enter into a new lease ("New Lease") with each Sublessee hereunder under which the Sublessee shall be entitled to, and Lessor shall not disturb, the continued use and enjoyment by such Sublessee of the Premises with Property (or the applicable portion thereof), which new lease shall: (a) contain the same covenants, agreements, terms, provisions and limitations as this Lease (except for any requirements that have been fulfilled by Lessee or any Sublessee prior to the execution of such Leasehold Mortgagee new lease, and except for any modifications that may be required to ensure that such Sublessee’s obligations under such new lease do not exceed its obligations under its Sublease); (b) include the Property and the Improvements (or its designee such portion thereof) in which said Sublessee had an interest on the date of such default, termination or rejection; (c) be for the remainder of the term full remaining Term of this Lease, effective as set forth in Section 2, or such shorter term to which said Sublessee may otherwise be entitled pursuant to its Sublease; (d) contain a grant to said Sublessee of access, transmission, communications, utility and other easements covering such portion or portions of the date of termination or rejectionProperty as such Sublessee may reasonably designate (which shall not be less than the grant, as the case may beif any, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Leasecontained in its Sublease); provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (iie) enjoy the same priority as this Lease over any lien, encumbrance or other interest created by Xxxxxx. Until such time as such new lease is executed and delivered, the Sublessee may continue to enter, use and enjoy the Property (or such portion thereof) and conduct Operations thereon as if the Senior Leasehold Mortgagee does not exercise its right to enter into the New this Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,were still in effect.

New Lease. In the event of the termination of If this Lease as a result of Tenant's default prior to the expiration of the term, terminates for any reason (except with Leasehold Mortgagee’s consent or in the event because of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy CodeSubstantial Condemnation), even if Leasehold Mortgagee failed to timely exercise its cure rights for a Default, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each shall promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease is forty five ("New Lease"45) of the Premises with such days after Leasehold Mortgagee or its designee for receives Landlord’s Lease Termination Notice (such forty five (45) day period, the remainder of the term of this Lease“New Lease Option Period”), effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent may require Landlord to enter into a New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has (a) in the New Lease committed to the Landlord for a period cure all Monetary Defaults within thirty (30) days of 60 days from its receipt commencement of the notice referred New Lease, and to cure all Non-Monetary Defaults (except Tenant-Specific Defaults) within sixty (60) days of commencement of the New Lease, except, in the first sentence case of this Section 18.2.18 any Nonmonetary Default that cannot with due diligence be cured within 60 days, New Tenant shall have commenced such cure and committed in the New Lease to diligently prosecute such cure to completion within a reasonable time under the circumstances, provided however that any breach of Tenant’s Construction Obligations must be cured within ninety (90) days after the commencement of the New Lease; and (iib) if reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, recover the Senior Leasehold Mortgagee does not exercise its right to Premises, and enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Lease. If Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right exercises its option to give notice of its intent require Landlord to enter into a New Lease to with New Tenant, New Tenant shall execute the Landlord during the remainder New Lease within thirty (30) days after expiration of the period(s) specified below; New Lease Option Period or the option shall be deemed to be waived and provided further, however,of no further effect.

New Lease. In the event of the termination of If Lessor terminates this Lease as a result by reason of Tenant's any default prior to the expiration of the termLessee hereunder, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy CodeLessor shall execute and deliver, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with upon written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold MortgageeLender given within sixty (60) days after such termination, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee to Lender (or its designee nominee, subject to prior written consent of Lessor of such nominee, which consent shall not be unreasonably withheld) for the remainder of the term of this Lease. The new lease shall contain the same provisions as this Lease except for those obligations which have been fulfilled by Lessee prior to termination and shall have the same priority as this Lease. Notwithstanding the foregoing, effective Lessor shall not be obligated to execute or deliver a new lease unless Lender shall promptly cure all defaults of Lessee which are susceptible of cure by Lender. If more than one Lender requests such a new lease, the Lessor shall execute and deliver the new lease to the Lender holding the most senior encumbrance. If there is dispute as to which Lender holds the most senior encumbrance, then such dispute shall be determined by such Lenders, and if they are unable to do so, then such dispute shall be submitted to arbitration. Upon execution and delivery of such new lease, title to the improvements on the Property shall vest in the new Lessee, subject to the provisions of this Lease, and the rights and interests conveyed to tenants of the improvements prior to the date of termination or rejection, as the case may besuch new lease. Lessor, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt expense of the notice referred new Lessee, shall take such action as shall be necessary to in cancel and discharge this Lease and to remove Lessee from the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Premises.

New Lease. In the event of the termination of If this Lease as a result shall terminate before its stated expiration date for any reason other than the failure of Tenant's default prior Leasehold Mortgagee to effect cure of any Default within the cure periods provided in this Lease or pursuant to the expiration provisions of the termArticle 15 and Article 16 hereof, then (in addition to any other or in the event of a rejection previous Notice required to be given by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, to a Leasehold Mortgagee) Landlord shall, in addition within ten (10) Business Days, give Notice of such termination to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking entitled to reject the Lease, together with a statement of all sums which would at that time be due Leasehold Mortgagee protections under this Lease but for such termination or rejectionLease. Landlord shall, and of all other defaults, if any, then known to Landlord. Upon any request of the upon a Leasehold Mortgagee's request given within sixty (60) days after such Leasehold Mortgagee's receipt of such notice, or its designee, Landlord agrees to enter into (and if Landlord fails to do so, shall be deemed to have entered into) a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee Premises, effective as of the Termination Date, for the remainder of the term Term on the same terms and provisions contained in this Lease, but excluding any requirements that have already been performed or no longer apply (a "New Lease"), provided such Leasehold Mortgagee shall, at the time of execution and delivery of such New Lease, pay to Landlord any and all sums then due under this Lease as if this Lease had not been terminated and cure all Defaults other than Personal Defaults of the Tenant. If a Leasehold Mortgagee enters into a New Lease, then such Leasehold Mortgagee shall pay all reasonable expenses, including reasonable attorneys' fees, court costs and disbursements, incurred by Landlord in connection with Tenant's Default and the termination of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,recovery of

New Lease. In Except as expressly provided in the event of the termination last sentence of this Lease as a result of Tenant's default prior to the expiration of the termSection, or in the event of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 for any reason including, without limitation, by reason of any Default or the Bankruptcy Coderejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditors rights, Landlord shall give prompt notice thereof to any Lenders who have requested notice from Landlord in writing and furnished their names and addresses to Landlord. Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with on written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of any such Lender, made at any time within ninety (90) days after the Leasehold Mortgageegiving of such notice by Landlord, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Leased Premises with such Leasehold Mortgagee or its designee for Lender within twenty (20) days after the remainder receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of such termination or rejection, as of this Lease and shall be for the case may beremainder of the Term of this Lease, at the Rentrent provided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all transfer rights, but excluding requirements which agreements as are not applicable or which have already been fulfilled) of this Leaseherein contained; provided, however, provided that such Lender shall: (i) pay to Landlord at the Leasehold Mortgagee whose lien upon time of the execution and delivery of said new lease any and all sums for Rent payable by Tenant hereunder to and including the date thereof, less the net amount (i.e., net of all reasonable expenses) of all sums received by Landlord from any Subtenants in occupancy of any part or parts of the Leased Premises is superior and/or Improvements up to the lien date of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice commencement of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and such new lease; (ii) if pay all reasonable costs resulting from the Senior Leasehold Mortgagee does not exercise its preparation and execution of such new lease; and (iii) on or prior to the execution and delivery of said new lease, agree in writing that promptly following the delivery of such new lease, such Lender will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Leased Premises to such Lender unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. Notwithstanding anything contained in this Section 8.6 to the contrary, Xxxxxx’s leasehold interest in the Leased Premises pursuant to the new lease shall be subject to any claims by Tenant that it has a right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder possession of the period(s) specified below; and provided further, however,Leased Premises.

New Lease. In the event of the termination of If this Lease as shall terminate before its stated expiration date for any reason other than the failure of a result Prime Mortgagee to effect cure of Tenant's default prior any Default within the cure periods provided in this Lease or pursuant to the expiration provisions of the termArticle and Article hereof, then (in addition to any other or in the event of a rejection previous Notice required to be given by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, to a Prime Mortgagee) Landlord shall, in addition within ten (10) Business Days, give Notice of such termination to providing the notices of default and termination as required by each Prime Mortgagee entitled to Prime Mortgagee protections under this Lease. Landlord shall, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed upon a Prime Mortgagee's request with the Bankruptcy Court seeking to reject the Leasegiven within sixty (60) days after such Prime Mortgagee's receipt of such notice, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into (and if Landlord fails to do so, shall be deemed to have entered into) a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee Premises, effective as of the Termination Date, for the remainder of the term Term on the same terms and provisions contained in this Lease, but excluding any requirements that have already been performed or no longer apply (a "New Lease"), provided such Prime Mortgagee shall, at the time of execution and delivery of such New Lease, pay to Landlord any and all sums then due under this Lease as if this Lease had not been terminated and cure all Defaults other than Personal Defaults of the Tenant. If a Prime Mortgagee enters into a New Lease, then such Prime Mortgagee shall pay all reasonable expenses, including reasonable attorneys' fees, court costs and disbursements, incurred by Landlord in connection with Tenant's Default and the termination of this Lease, effective as the recovery of possession of the date of termination or rejection, as the case may be, at the RentPremises, and upon the termspreparation, covenants execution and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt delivery of the notice referred New Lease. The following additional provisions shall apply to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the any New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Lease:

New Lease. In (a) Rejection of this Lease by the event of City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless JoePC, with the Lender’s consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, JoePC (or the Lender if it has succeeded to JoePC’s interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a result of Tenant's default prior bankruptcy proceeding involving the City pursuant to debtor relief laws and if JoePC (or the expiration Lender on its behalf) elects pursuant to any debtor relief laws to retain its rights under this Lease, then the rights and remedies of the term, or in parties will continue to be governed by the event of a rejection by Landlord or Tenant terms of this Lease and JoePC shall continue to have all rights of a tenant under Chapter 11 applicable law. The City agrees that the rights of the Bankruptcy Code, Landlord shall, Lender under the Leasehold Mortgage and any other document or instrument executed and delivered in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request connection with the Bankruptcy Court seeking to reject Leasehold Mortgage shall not be affected or impaired by the Lease, together with a statement rejection of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlordby the City. Upon any request of the Leasehold Mortgagee, or its designee, Landlord The City agrees to enter into a new lease provide the Lender with at least ten ("New Lease"10) of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give business days’ prior written notice of its intent to enter into a New seek to reject this Lease in any bankruptcy proceeding involving the City and that it shall not object to the Landlord Lender’s standing to file pleadings, appear in court or otherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The City and JoePC agree, for a period of 60 days from its receipt the benefit of the notice referred to in the first sentence Lender, that upon any such rejection of this Section 18.2.18 and (ii) if Lease by the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have City, the right to give exercise the election arising under the debtor relief laws either to treat this Lease as terminated or to retain JoePC’s rights hereunder shall be exercisable exclusively by the Lender and not by JoePC. Pending the City’s written receipt of notice of from the Lender as to such election, JoePC shall without further act or deed be deemed to have elected to retain its intent rights under this Lease and to enter into a New Lease to the Landlord during the remainder remain in possession of the period(s) specified below; and provided further, however,Leased Property.

New Lease. In the event of the termination of this Ground Lease as a result of Tenant's default prior to the expiration of the term, or in the ’s event of a rejection by Landlord default or Tenant of if this Ground Lease under Chapter 11 of the Bankruptcy Codeis rejected or disaffirmed pursuant to any bankruptcy or similar law or proceeding, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, Owner shall provide each Leasehold Mortgagee with written notice that the this Ground Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Ground Lease but for absent such termination or rejection, and of all other defaults, if any, then known to LandlordOwner. Upon any request of Leasehold Mortgagee shall then have the Leasehold Mortgageeright, but not the obligation, to have it or its designee, Landlord agrees to designee enter into a new lease ("the “New Lease"”) of the Leased Premises with such Leasehold Mortgagee or its designee Owner for the remainder of the term of this Leaselease term, effective as of the date of termination or rejection, as the case may besuch termination, at the Rentrent provided for herein, and upon all of the other terms, covenants and conditions of this Ground Lease, to include any applicable rights of renewal provided that (including a) Leasehold Mortgagee makes written request upon Owner for such New Lease within sixty (60) days after receipt of Owner’s notice of such termination and (b) Leasehold Mortgagee shall pay, at the time of execution and delivery of such New Lease, any and all transfer rightssums which would at such time be due pursuant to this Ground Lease, but excluding for such termination (plus all reasonable expenses, including reasonable attorneys’ fees, which Owner shall have incurred by reason of such termination and the execution and delivery of the New Lease); and (c) that Leasehold Mortgagee or successor tenant satisfies any other legal prerequisite to occupancy that may exist, such as land use entitlements or amendments, environmental review, or similar requirements which are not applicable related to type of use contemplated by the successor tenant. The successor tenant under any such New Lease shall be liable to perform the obligations imposed by such New Lease only during the period the successor tenant has ownership of the leasehold estate created thereby. Upon the execution of such New Lease, Owner shall allow the successor tenant to offset against the sums otherwise due under this Section 27.8 or which have already been fulfilled) under the New Lease, an amount equal to the net income in fact derived by Owner from the Leased Premises during the period from the date of termination of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Ground Lease to the Landlord for a period of 60 days from its receipt date of the notice referred beginning of the term of the New Lease, if any, which, for the avoidance of doubt, will be net of all property income received by Owner and expended for capital improvements to the improvements located on the Leased Premises during such period. In addition to the New Lease, Owner shall upon the request of the successor tenant, execute and deliver (in recordable form) to such successor tenant, such deeds, bills of sale and assignments whereby the first sentence Owner conveys to the successor tenant, without warranty of title but with confirmation of no prior assignment by Owner, all of Owner’s right, title and interest, in, to and under any portion of Tenant’s interest that may have reverted to Owner on account of the termination of this Section 18.2.18 and (ii) if Ground Lease, including without limitation any resident agreements. Upon the Senior request of such successor tenant, Owner shall also execute a new memorandum of lease with respect to the New Lease. In no event shall Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right ability to give notice exercise the rights described herein after the expiration of its intent to enter into a New this Ground Lease to the Landlord during the remainder of the period(s) specified below; and provided furtheron August 31, however,2050.

New Lease. In the event of the termination of this Lease as a result of Tenant's default is terminated for any reason prior to the expiration end of the termLease Term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with Lessor shall promptly give Lender written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to shall enter into a new lease ("“New Lease"”) with Lender or Lender’s nominee covering the Scarlett Property, provided that Lender (a) requests such New Lease by written notice to Lessor within sixty (60) days after Lender’s receipt of written notice by Lessor of termination of the Premises with such Leasehold Mortgagee or its designee Lease, and (b) cures all prior defaults of Lessee that are reasonably capable of being cured by Lender. The New Lease shall be for the remainder of the term of this LeaseLease Term, effective as of at the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rightssuch termination, but excluding requirements which are shall not applicable or which have already been fulfilled) include any of this Lease; providedthe covenants, howeveragreements, that (i) conditions, provisions, restrictions and limitations contained in Section 2.4 of the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") Lease and Lessor shall have the right right, but not the obligation, to give notice increase the annual rent for each lot set forth in Section 2.3 to fair market value rental rates which shall be determined by the appraisal process provided in Section 6.7. In connection with a New Lease, Lessor shall assign to Lender or its nominee all of its intent Lessor’s interest in all existing subleases of all or any part of the Scarlett Property and all attornments given by the sublessees. Lessor shall not terminate or agree to terminate any sublease or enter into any New Lease or sublease for all or any portion of the Scarlett Property without Lender’s prior written consent, unless Lender fails to deliver its request for a New Lease under this Section. In connection with any such New Lease, Lessor shall, by grant deed, convey to Lender or its nominee title to the Landlord for Improvements, if any, which become vested in Lessor as a period result of 60 days from its receipt termination of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Lease.

New Lease. In the event of the termination of Notwithstanding anything contained in this Lease as a result of Tenant's default prior to the expiration of the termcontrary, or in the event of a rejection by Landlord or Tenant of if Authority terminates this Lease under Chapter 11 pursuant to the provisions of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord Article XIX Authority agrees to enter into a new lease ("New Lease") for the leased premises with any mortgagee of the Premises with such Leasehold Mortgagee leasehold estate or its designee for the remainder of the term of this Lease, . effective as of the date of such termination or rejection, as the case may be, at the same Basic Rent and Percentage Rent, and upon the same terms, covenants and conditions (including all transfer rightscontained herein, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, provided that (i) such mortgagee shall make written request for such new lease within thirty (30) days after the Leasehold Mortgagee whose lien upon date of such termination, (ii) such mortgagee will pay or cause to be paid to Authority on the Premises is superior commencement date of the term of the new lease all sums then due and payable hereunder which Lessee would have been required to pay in the lien event Lessee's Lease had not been terminated, together with interest thereon as herein provided, and shall cure all defaults of Lessee under this Lease which remain uncured as of such date and (iii) such mortgagee shall pay or cause to be paid to Authority on that dab all expenses. including reasonable attorney's fees, court costs and disbursements reasonably incurred by Authority in connection with any such default and termination as well as in connection with the execution and delivery of such new base. If more than one mortgagee (or designee) of any other Leasehold Mortgage portion of the leased premises shall desire to enter into such new lease under the circumstances as outlined hereinabove in this paragraph D, the mortgagees of leased premises in the order of the priority of their mortgages (the "Senior Leasehold Mortgagee"i.e., first mortgage, second mortgage) shall have the right first opportunity to give notice do so. However, and irrespective of its intent to enter into any other provisions in this Lease h the contrary, if a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee mortgagee does not exercise its right to enter into a new lease with Authority within the New time periods and in accordance with the provisions set forth hereinabove in this paragraph D, such mortgagee shall not thereafter have any rights whatsoever in this Lease during this 60-day period; or in any building(s) or improvements situated on the Leasehold Mortgagee whose lien upon leased premises, or in any equipment, machinery or personal property necessary for the Premises is superior operation of said building(s) or improvements, all interest therein having reverted to Authority as the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder result of the period(s) specified below; and provided further, however,termination of this Lease.

New Lease. In the event Upon written notice from any Lender or any successor or assign of a Lender following the termination of this Lease as a result of TenantLessee's default prior to the expiration of the termdefault, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to Lessor shall enter into a new lease ("New Lease") with such Lender or successor or assign of a Lender covering the Premises with such Leasehold Mortgagee or its designee for the remainder of the term Term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rentsame rent and subject to the same covenants, agreements, conditions, provisions, restrictions and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of limitations contained in this Lease; providedprovided that such Lender, however, that or successor or assign of a Lender: (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee"a) shall have the right to give written notice of its intent to enter into such a New new lease within sixty (60) days after it has become the owner of the Leasehold Estate, whether by foreclosure, transfer in lieu of foreclosure or otherwise and (b) cures all then existing uncured defaults of Lessee under this Lease which can practicably be cured by such Lender, or successor or assign of a Lender. Such new lease, and this covenant, shall have the same priority with respect to any rights, liens and interests intervening between the date of this Lease and the effective date of such new lease as this Lease. Each sublessee of the Premises whose sublease was in force and effect immediately prior to the Landlord for a period termination of 60 days from this Lease and did not by its receipt own terms expire prior to the effective date of the notice referred new lease, shall attorn to in the first sentence Lessee under the new lease. Each sublessee who hereafter enters into a sublease of all or any portion of the Premises shall be deemed to have agreed to the provisions of this Section 18.2.18 and (ii) if 7.5. In the Senior event that more than one Lender holding a Leasehold Mortgagee does not exercise its right to enter into Deed of Trust on the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon same portion of the Premises is superior attempts to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have exercise the right to give notice obtain a new lease pursuant to this Section 7.5 for such portion of its intent the Premises, then priority for determination of which Lender is entitled to enter into a New Lease new lease, free and clear of the rights of all other mortgages, shall be given to the Landlord during Lender holding the remainder Leasehold Deed of Trust with the highest priority lien upon such portion of the period(s) specified below; and provided further, however,Premises. Lessee shall not be relieved of any liability to Lessor under this Lease by reason of Lessor's entering into a new lease pursuant to this Article 7.

New Lease. In Except as expressly provided in the event of the termination last sentence of this Lease as a result of Tenant's default prior to the expiration of the termSection, or in the event of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 for any reason including, without limitation, by reason of any Default or the Bankruptcy Coderejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditors rights, Landlord shall give prompt notice thereof to any Lenders who have requested notice from Landlord in writing and furnished their names and addresses to Landlord. Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with on written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of any such Lender, made at any time within ninety (90) days after the Leasehold Mortgageegiving of such notice by Landlord, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Leased Premises with such Leasehold Mortgagee or its designee for Lender within twenty (20) days after the remainder receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of such termination or rejection, as of this Lease and shall be for the case may beremainder of the Term of this Lease, at the Rentrent provided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all transfer rights, but excluding requirements which agreements as are not applicable or which have already been fulfilled) of this Leaseherein contained; provided, however, provided that such Lender shall: (i) pay to Landlord at the Leasehold Mortgagee whose lien upon time of the execution and delivery of said new lease any and all sums for Rent payable by Tenant hereunder to and including the date thereof, less the net amount (i.e., net of all reasonable expenses) of all sums received by Landlord from any Subtenants in occupancy of any part or parts of the Leased Premises is superior and/or Improvements up to the lien date of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice commencement of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and such new lease; (ii) if pay all reasonable costs resulting from the Senior Leasehold Mortgagee does preparation and execution of such new lease; and (iii) on or prior to the execution and delivery of said new lease, agree in writing that promptly following the delivery of such new lease, such Lender will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new lease, except where such failure to perform by Tenant is, by its nature, a non- monetary Default not exercise its reasonably susceptible of cure by such Lender. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Leased Premises to such Lender unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. Notwithstanding anything contained in this Section 8.6 to the contrary, Lender’s leasehold interest in the Leased Premises pursuant to the new lease shall be subject to any claims by Tenant that it has a right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder possession of the period(s) specified below; and provided further, however,Leased Premises.

New Lease. In the event of the termination of If this Lease as a result terminates by reason of an Event of Default by Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of if this Lease under Chapter 11 of the Bankruptcy Codeis disaffirmed in a bankruptcy proceeding affecting Tenant, Landlord shalland if, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for within ninety (90) days after such termination or rejectiondisaffirmation, and a Mortgagee of all other defaults, if any, then known a Mortgage encumbering the leasehold estate created by this Lease (but not a subleasehold interest separately) delivers written notice to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees requesting Landlord to enter into a new lease ("New Lease") of the Premises or such portion thereof as was covered by the Mortgage of such Mortgagee, then Landlord shall enter into a new lease with such Leasehold Mortgagee (or its designee for nominee) within sixty (60) days after such Mortgagee’s notice is deemed delivered. Simultaneously with the remainder giving of its notice to request a new lease, such Mortgagee shall deliver to Landlord a written instrument (in a form reasonably acceptable to Landlord) agreeing to cure all Events of Default of Tenant under this Lease or the portion hereof that is applicable or allocable to the portion of the term Premises to which the Mortgage of this Leasesuch Mortgagee pertained (other than Events of Default which are not reasonably susceptible of being cured by such Mortgagee) as soon as is reasonably feasible. The new lease shall commence, effective and rent and all obligations of the tenant under the new lease shall accrue, as of the date of termination or rejectiondisaffirmation of this Lease. The term of the new lease shall continue for the period which would have constituted the remainder of the Term of this Lease had this Lease not been terminated or disaffirmed, as including any rights to extend the case may be, at the RentTerm, and shall otherwise be upon all of the terms, covenants covenants, conditions, conditional limitations and conditions (including all transfer rights, but excluding requirements agreements contained in this Lease which are not applicable were in force and effect immediately prior to the termination or which have already been fulfilled) disaffirmation of this Lease; provided. The new lease, and this covenant, shall be superior to all rights, liens and interests other than those to which this Lease was subject immediately prior to termination or disaffirmation and those matters to which this Lease may, by its terms, become subject. The provisions of the immediately preceding sentence shall be self-executing, and Landlord shall have no obligation to do anything other than to execute the new lease. Each Sublessee under a Sublease which was in force immediately prior to the delivery of the new lease shall attorn to the tenant under the new lease, unless such tenant, at its option, elects to dispossess any such Sublessee or otherwise terminate the Sublease. Each Sublessee shall be deemed to have agreed to the provisions of this Section 14.6. The foregoing shall not be deemed to obligate Landlord to keep any Sublease in force after the termination or disaffirmation of this Lease (although Landlord shall be bound by any Recognition Agreement pertaining to such Sublease), nor shall Landlord have any obligation to terminate any Sublease or to dispossess any Sublessee. Such Mortgagee shall, simultaneously with the delivery of the new lease, pay (a) all Rent and other sums of money due under this Lease (or any restatement of this Lease made in connection with such Financing Transaction) on the date of termination or disaffirmation of this Lease and remaining unpaid, plus (b) all rent and other sums of money due under the new lease as and when due under such new lease. Simultaneously therewith, Landlord shall pay over to such Mortgagee any rentals (except the UDA Services Amount and charges for Demand Services), less costs and expenses of collection, received by Landlord between the date of termination or disaffirmation of this Lease and the date of execution of the new lease, from Sublessees or other occupants of the Premises or the space in the Improvements, which shall not theretofore have been applied by Landlord towards the payment of Rent or any other sum of money payable by Tenant or towards the cost of operating the Premises or performing the obligations of Tenant hereunder. If such Mortgagee exercises its right to obtain a new lease, but fails to execute the new lease when tendered by Landlord (but only if such new lease conforms to the terms of this Lease as applicable to the portion of the Premises to be covered thereby), or fails to use commercially reasonable efforts to comply timely with the other provisions of this Section 14.6, such Mortgagee shall have no further rights to a new lease or any other rights under this Lease. If such Mortgagee shall, however, that execute a new lease, then such Mortgagee shall (i) the Leasehold Mortgagee whose lien upon the Premises is superior notwithstanding anything to the lien of any other Leasehold Mortgage (contrary contained in the "Senior Leasehold Mortgagee"new lease) shall have the right to give notice of its intent be entitled to enter into a New Lease Assignment to the Landlord for a period of 60 days from its receipt of the notice referred to third party in the first sentence accordance with Section 13.1 of this Section 18.2.18 Lease, and (ii) if upon such Assignment such Mortgagee shall be relieved prospectively of all liability under the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,new lease.

New Lease. In the event of the termination of this Lease lease as a result of Tenant's default prior to the expiration of the term, or in the ’s event of a rejection by Landlord default or Tenant of if this Lease under Chapter 11 of the Bankruptcy Codelease is rejected or disaffirmed pursuant to any bankruptcy or similar law or proceeding, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, Owner shall provide each Leasehold Mortgagee with written notice that the Lease this lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Lease but for lease absent such termination or rejection, and of all other defaults, if any, then known to LandlordOwner. Upon any request of Leasehold Mortgagee shall then have the Leasehold Mortgageeright, but not the obligation, to have it or its designee, Landlord agrees to designee enter into a new lease ("the “New Lease"”) of the Premises premises with such Leasehold Mortgagee or its designee Owner for the remainder of the term of this Leaselease term, effective as of the date of termination or rejection, as the case may besuch termination, at the Rentrent provided for herein, and upon all of the other terms, covenants and conditions of this lease, to include any applicable rights of renewal provided that (including a) Leasehold Mortgagee makes written request upon Owner for such New Lease within sixty (60) days after receipt of Owner’s notice of such termination and (b) Leasehold Mortgagee shall pay, at the time of execution and delivery of such New Lease, any and all transfer rightssums which would at such time be due pursuant to this lease, but excluding for such termination (plus all reasonable expenses, including reasonable attorneys’ fees, which Owner shall have incurred by reason of such termination and the execution and delivery of the New Lease); and (c) that Leasehold Mortgagee or successor tenant satisfies any other legal prerequisite to occupancy that may exist, such as land use entitlements or amendments, environmental review, or similar requirements which are not applicable related to type of use contemplated by the successor tenant. The successor tenant under any such New Lease shall be liable to perform the obligations imposed by such New Lease only during the period the successor tenant has ownership of the leasehold estate created thereby. Upon the execution of such New Lease, Owner shall allow the successor tenant to offset against the sums otherwise due under this Section 23.1.7 or which have already been fulfilled) under the New Lease, an amount equal to the net income in fact derived by Owner from the premises during the period from the date of termination of this lease to the date of the beginning of the term of the New Lease; provided, howeverif any, which, for the avoidance of doubt, will be net of all property income received by Owner and expended for capital improvements to the improvements located on the premises during such period. In addition to the New Lease, Owner shall upon the request of the successor tenant, execute and deliver (in recordable form) to such successor tenant, such deeds, bills of sale and assignments whereby the Owner conveys to the successor tenant, without warranty of title but with confirmation of no prior assignment by Owner, all of Owner’s right, title and interest, in, to and under any portion of Tenant’s interest that (i) may have reverted to Owner on account of the termination of this lease, including without limitation any resident agreements. Upon the request of such successor tenant, Owner shall also execute a new memorandum of lease with respect to the New Lease. In no event shall Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right ability to give notice of its intent to enter into a New Lease to exercise the Landlord for a period of 60 days from its receipt of rights described herein after the notice referred to in the first sentence expiration of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided furtherlease on August 31, however,2020.

New Lease. In If this Lease is terminated for any reason, or if this Lease is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditors’ rights, Landlord shall give notice thereof to up to two (2) Leasehold Mortgagees whose contact information Xxxxxxxx has received in a notice to Landlord, in the event manner provided by the notice provisions of this Lease. Such notice will include an itemization of Events of Default or other reason for the termination of this Lease. Landlord, upon written request of any such Leasehold Mortgagee (or if more than one (1) Leasehold Mortgagee makes such request, the Leasehold Mortgagee whose Leasehold Mortgage has the most senior lien as determined by Landlord on the basis of a mortgagee title insurance policy or title certificate issued by a title insurance company doing business within the State of Florida, unless the senior-most Leasehold Mortgagee otherwise agrees in writing), made within 60 days after the giving of such notice by Landlord, without obligation or liability to any other Leasehold Mortgagee or Tenant, shall promptly execute and deliver to such Leasehold Mortgagee a New Lease as a result of Tenant's default prior to the expiration of the termPrivate Facilities, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with naming such Leasehold Mortgagee or its designee as the tenant, for the remainder of the term applicable Lease Term upon all of the terms, covenants, and conditions of this Lease except for such provisions that must be modified to reflect such termination, rejection or disaffirmance and the passage of time, if such Leasehold Mortgagee shall pay to Landlord, concurrently with the delivery of such New Lease, effective as of all unpaid Rent and any other amounts due under this Lease up to and including the date of termination the commencement of the term of such New Lease. Leasehold Mortgagee or rejectionits designee shall execute and deliver to Landlord such New Lease within 30 days after delivery of such New Lease by Landlord to Leasehold Mortgagee. Upon execution and delivery of such New Lease, as Leasehold Mortgagee shall cure or cause to be cured all Events of Default specified by Landlord that are capable of being cured by such Leasehold Mortgagee or its designee promptly and with reasonable diligence after the case may bedelivery of such New Lease. Any New Lease, at the Rentor this Lease if assumed by a Leasehold Mortgagee or its designee, shall be freely assignable by a Leasehold Mortgagee or its designee to, and upon assumed by, any Affiliate, any party that would be a Qualified Purchaser, any other party in accordance with the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable assignment or which have already been fulfilled) sublease provisions of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior Lease or as otherwise may be agreed to the lien of any other Leasehold Mortgage (the "Senior by Landlord and a Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,.

New Lease. In If this Lease is terminated for any reason, or if this Lease is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditors’ rights, Landlord shall give notice thereof to up to two Leasehold Mortgagees whose contact information Landxxxx xxx received in a notice to Landlord, in the event manner provided by the notice provisions of this Lease. Such notice will include an itemization of Events of Default or other reason for the termination of this Lease. Landlord, upon written request of any such Leasehold Mortgagee (or if more than one Leasehold Mortgagee makes such request, the Leasehold Mortgagee whose Leasehold Mortgage has the most senior lien as determined by Landlord on the basis of a mortgagee title insurance policy or title certificate issued by a title insurance company doing business within the State of Florida, unless the senior-most Leasehold Mortgagee otherwise agrees in writing), made within 60 days after the giving of such notice by Landlord, without obligation or liability to any other Leasehold Mortgagee or Tenant, shall promptly execute and deliver to such Leasehold Mortgagee a New Lease as a result of Tenant's default prior to the expiration of the termPrivate Facilities, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with naming such Leasehold Mortgagee or its designee as the tenant, for the remainder of the term applicable Lease Term upon all of the terms, covenants, and conditions of this Lease except for such provisions that must be modified to reflect such termination, rejection or disaffirmance and the passage of time, if such Leasehold Mortgagee shall pay to Landlord, concurrently with the delivery of such New Lease, effective as of all unpaid amounts due under this Lease up to and including the date of termination the commencement of the term of such New Lease. Leasehold Mortgagee or rejectionits designee shall execute and deliver to Landlord such New Lease within 30 days after delivery of such New Lease by Landlord to Leasehold Mortgagee. Upon execution and delivery of such New Lease, as Leasehold Mortgagee shall cure or cause to be cured all Events of Default specified by Landlord that are capable of being cured by such Leasehold Mortgagee or its designee promptly and with reasonable diligence after the case may bedelivery of such New Lease. Any New Lease, at the Rentor this Lease if assumed by a Leasehold Mortgagee or its designee, shall be freely assignable by a Leasehold Mortgagee or its designee to, and upon assumed by, any Affiliate, any party that would be a Qualified Purchaser, any other party in accordance with the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable assignment or which have already been fulfilled) sublease provisions of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior Lease or as otherwise may be agreed to the lien of any other Leasehold Mortgage (the "Senior by Landlord and a Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,.

New Lease. In Except as expressly provided in the event of the termination last sentence of this Lease as a result of Tenant's default prior to the expiration of the termSection, or in the event of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 for any reason including, without limitation, by reason of any Default or the Bankruptcy Coderejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditors rights, Landlord shall give prompt notice thereof to any Lenders who have requested notice from Landlord in writing and furnished their names and addresses to Landlord. Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with on written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of any such Lender, made at any time within thirty (30) days after the Leasehold Mortgageegiving of such notice by Landlord, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Leased Premises with such Leasehold Mortgagee or its designee for Lender within twenty (20) days after the remainder receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of such termination or rejection, as of this Lease and shall be for the case may beremainder of the Term of this Lease, at the Rentrent provided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all transfer rights, but excluding requirements which agreements as are not applicable or which have already been fulfilled) of this Leaseherein contained; provided, however, provided that such Lender shall: (i) pay to Landlord at the Leasehold Mortgagee whose lien upon time of the execution and delivery of said new lease any and all sums for Rent payable by Tenant hereunder to and including the date thereof, less the net amount (i.e., net of all reasonable expenses) of all sums received by Landlord from any Subtenants in occupancy of any part or parts of the Leased Premises is superior and/or Improvements up to the lien date of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice commencement of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and such new lease; (ii) if pay all reasonable costs resulting from the Senior Leasehold Mortgagee does preparation and execution of such new lease; and (iii) on or prior to the execution and delivery of said new lease, agree in writing that promptly following the delivery of such new lease, such Lender will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant's part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new lease, except where such failure to perform by Tenant is, by its nature, a Non-monetary Default not exercise its susceptible of cure by such Lender. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Leased Premises to such Lender unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. Notwithstanding anything contained in this Section 8.6 to the contrary, Lender's leasehold interest in the Leased Premises pursuant to the new lease shall be subject to any claims by Tenant that it has a right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder possession of the period(s) specified below; and provided further, however,Leased Premises.

New Lease. In the event of the termination of this Lease as a result of Tenant's default If, prior to the expiration of the termTerm, Landlord shall terminate this Lease for any reason, Landlord shall promptly notify the First Leasehold Mortgagee of such termination and the First Leasehold Mortgagee shall have the right to request Landlord to enter into a New Lease of the Premises with the First Leasehold Mortgagee or a person designated by the First Leasehold Mortgagee, such right to be exercisable by notice to Landlord within 30 days after the giving of such notice of termination by Landlord, accompanied by a statement by the First Leasehold Mortgagee of the amount of principal, interest and other sums due it under its Leasehold Mortgage and its undertaking in writing to remedy all defaults on the event part of a rejection Tenant under this Lease (other than an Event of Insolvency) and to pay to Landlord the sum of the following (the "accrued amounts"): all Rent accrued hereunder to the date of termination, all minimum rent that would have accrued hereunder to the date of delivery of such New Lease had this Lease not been terminated, any net deficit incurred by Landlord or Tenant in operating the Premises from the date of termination of this Lease under Chapter 11 to the date of delivery of such New Lease and all costs, including attorneys' fees, incurred by Landlord in connection with the Bankruptcy Codetermination of this Lease and with the execution and delivery of such New Lease. Within 30 days after receipt by Landlord from Tenant of such notice, statement and undertaking, at Landlord's election: (i) Landlord shall, in addition to providing shall pay the notices of default and termination as required by this Lease, provide each First Leasehold Mortgagee with written notice that the Lease has been terminated amount due it under its Leasehold Mortgage, exclusive of prepayment premiums or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaultspenalties, if any, then known in which event the First Leasehold Mortgagee shall execute and deliver to Landlord either (at Landlord's election) a recordable form of satisfaction and discharge of the First Leasehold Mortgage or an assignment thereof to Landlord. Upon any request of , the First Leasehold Mortgagee, or Mortgagee shall be released from its designee, undertaking and Landlord agrees shall have no obligation to enter into a new lease with the First Leasehold Mortgagee, or ("New Lease"ii) of Landlord shall tender to the Premises with such First Leasehold Mortgagee or its designee for the remainder of the term of this New Lease, effective as of executed by Landlord. If Landlord tenders the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions New Lease pursuant to clause (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilledii) of this Lease; providedSection 24(f), however, that (i) then unless within 10 days after such tender the First Leasehold Mortgagee whose lien upon or its designee executes and delivers the Premises is superior New Lease to Landlord and the First Leasehold Mortgagee pays Landlord the accrued amounts, Landlord shall have no further obligation to the lien First Leasehold Mortgagee or its designee under this Section 24(f). It is the intention of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") parties that such New Lease shall have the right same priority relative to give notice other rights or interests to or in the Premises as this Lease (and that any subleases and rights and obligations of its intent subtenants shall not be merged or discharged thereby, but continue and attach as subleases and rights and obligations of subtenants under the New Lease in the same manner and with the same effect as hereunder), but Landlord shall have no liability to enter into any person as a result of the New Lease not having that priority. The provisions of this Section 24(f) shall survive the termination of this Lease and shall continue in full force and effect thereafter to the same extent as if this Section 24(f) were a separate and independent contract among Landlord, Tenant and the First Leasehold Mortgagee. Notwithstanding anything to the contrary contained in this Section 24(f), in no event shall Landlord grant a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior First Leasehold Mortgagee does not exercise its right to enter into for so long as Svenska Handelsbanken AB (publ) is the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Qualified Fee Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,.

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by If Lessor terminates this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord Xxxxxx agrees to enter into a new lease ("New Lease") of for the Premises with such any Leasehold Mortgagee or its designee designee, for the remainder of the term of this Lease, effective as of the date of such termination or rejection, as the case may be, at the Rentsame rent, and otherwise upon the same terms, covenants and conditions (including all transfer rightscontained herein, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, provided that (i) such Leasehold Mortgagee shall make written request for such new lease within thirty (30) days after the date of such termination, and (ii) such mortgagee will pay or cause to be paid to Lessor within the same period as in (i) above all sums unpaid which at such time would have been payable under this Lease but for such termination, and shall cure all defaults of Lessee under this Lease which remain uncured as of that date to the extent the same can be reasonably cured, all other non-monetary defaults being waived by Lessor, (iii) such Leasehold Mortgagee shall pay or cause to be paid to Lessor on that date all expenses, including reasonable attorney's fees, court costs, and disbursements reasonably incurred by Lessor in connection with any such default any termination as well as in connection with the execution and delivery of such new lease, and (iv) such lease shall be made without any warranty to the Leasehold Mortgagee whose lien upon the Premises is superior as to rights Lessee may continue to have or assert as to the lien Premises. If more than one Leasehold Mortgagee shall desire to enter into such new lease under the circumstances outlined hereinabove, the Leasehold Mortgagees in the order of any other Leasehold Mortgage the priority of their mortgages (the "Senior Leasehold Mortgagee"i.e., first mortgage, second mortgage) shall have the right first opportunity to give notice do so. However, irrespective of its intent to enter into a New any other provisions in this Lease to the Landlord for contrary, if a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into a new lease with Lessor within the New Lease during this 60-day period; time periods and in accordance with the provisions set forth hereinabove, such Leasehold Mortgagee whose lien upon shall not thereafter have any rights whatsoever in this Lease or in the Premises is superior Premises, all interest therein having reverted to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into Lessor as a New Lease to the Landlord during the remainder result of the period(s) specified below; and provided further, however,termination of this Lease.

New Lease. In the event Upon written notice from any Lender or any successor or assign of a Lender following the termination of this Lease as a result of Tenant's default prior to the expiration of the termLessee’s default, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to Lessor shall enter into a new lease ("New Lease") with such Lender or successor or assign of a Lender covering the Premises with such Leasehold Mortgagee or its designee for the remainder of the term Term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rentsame rent and subject to the same covenants, agreements, conditions, provisions, restrictions and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of limitations contained in this Lease; providedprovided that such Lender, however, that or successor or assign of a Lender: (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee"a) shall have the right to give written notice of its intent to enter into such a New new lease within sixty (60) days after it has become the owner of the Leasehold Estate, whether by foreclosure, transfer in lieu of foreclosure or otherwise and (b) cures all then existing uncured defaults of Lessee under this Lease which can practicably be cured by such Lender, or successor or assign of a Lender. Such new lease, and this covenant, shall have the same priority with respect to any rights, liens and interests intervening between the date of this Lease and the effective date of such new lease as this Lease. Each sublessee of the Premises whose sublease was in force and effect immediately prior to the Landlord for a period termination of 60 days from this Lease and did not by its receipt own terms expire prior to the effective date of the notice referred new lease, shall attorn to in the first sentence Lessee under the new lease. Each sublessee who hereafter enters into a sublease of all or any portion of the Premises shall be deemed to have agreed to the provisions of this Section 18.2.18 and (ii) if 7.4. In the Senior event that more than one Lender holding a Leasehold Mortgagee does not exercise its right to enter into Encumbrance on the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon same portion of the Premises is superior attempts to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have exercise the right to give notice obtain a new lease pursuant to this Section 7.4 for such portion of its intent the Premises, then priority for determination of which Lender is entitled to enter into a New Lease new lease, free and clear of the rights of all other mortgages, shall be given to the Landlord during Lender holding the remainder Leasehold Encumbrance with the highest priority lien upon such portion of the period(s) specified below; and provided further, however,Premises. Lessee shall not be relieved of any liability to Lessor under this Lease by reason of Lessor’s entering into a new lease pursuant to this Article 7.

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior to an event of default, or in the expiration of event CCOI (as debtor in possession) or a trustee in bankruptcy for CCOI rejects this Lease in connection with any proceeding involving CCOI under the termBankruptcy Code or any similar state or federal statute, or in the event of a rejection by Landlord or Tenant any other termination of this Lease under Chapter 11 of Lease, the Bankruptcy Code, Landlord Authority shall, in addition to providing the notices of default and termination as required by this Lease, Sections 9.08(f) and (g) provide each Leasehold Mortgagee with written notice (the "Authority's Notice of Termination") that the this Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejectiontermination, and of all other defaultsdefaults or events of default, if any, then known to Landlordthe Authority. Upon any request of the Leasehold Mortgagee, or its designee, Landlord Authority agrees to enter into a new lease ("New Lease") of the Leased Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Leaseterm, effective as of the date of termination or rejection, as the case may betermination, at the Rentrent and additional rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; Lease provided, however, that : (i) such Leasehold Mortgagee shall make written request upon the Authority for such New Lease within forty-five (45) days after the date such Leasehold Mortgagee receives the Authority's Notice of Termination given pursuant to this Section; (ii) such Leasehold Mortgagee or its designee shall pay or cause to be paid to the Authority at the time of the making of the request referred to in subparagraph (i) above, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such termination and, in addition thereto, all expenses, including reasonable attorneys' fees, which the Authority shall have incurred by reason of such termination and the execution and delivery of the New Lease and which have not otherwise been received by the Authority from CCOI or other party in interest under CCOI; (iii) such Leasehold Mortgagee or its designee shall agree in writing to remedy any of CCOI's defaults of which said Leasehold Mortgagee was notified by the Authority and which are reasonably susceptible of being so cured by the Leasehold Mortgagee whose lien upon or its designee; (iv) by virtue of the Premises is superior to recording of this Lease or a memorandum thereof, the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") New Lease shall have the right same priority as this Lease and the tenant under such New Lease shall have the same right, title and interest in and to give notice of its intent the Leased Premises as CCOI had under this Lease; (v) the Authority shall, if requested, execute and deliver such ordinances and other documents as shall be reasonably necessary to enter into a enable the tenant under the New Lease to obtain title insurance as to its leasehold interest under the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and New Lease, at such new tenant's expense; (iivi) if the Senior Leasehold Mortgagee does Authority and the new tenant disagree regarding any payment due the Authority in connection with the execution of a New Lease, then the tenant shall be deemed to have performed its payment obligation if such new tenant: (A) pays the Authority the full amount not exercise its right in controversy and (B) agrees in writing to enter into pay any additional sum ultimately determined to be due promptly upon such determination; (vii) effective upon the commencement of the term of any New Lease, all subleases by CCOI shall be assigned and transferred without recourse by the Authority to tenant under the New Lease during this 60-day period; and all monies on deposit with the Leasehold Mortgagee whose lien upon Authority pursuant to such subleases by CCOI, if any, shall be similarly assigned to tenant under the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Lease.

New Lease. In the event of the termination of If (x) Tenant, as debtor in possession, or a trustee in bankruptcy for Tenant, rejects this Lease as a result in connection with any proceeding involving Tenant under the United States Bankruptcy Code or any similar state or federal statute for the relief of Tenant's default prior to the expiration of the termdebtors, or (y) this Lease is otherwise cancelled or terminated by reason of an Event of Default by Tenant, and the Leasehold Mortgagee has previously cured any and all Rental and other sums in default by Tenant hereunder, in each case within (10) business days after written notice from Landlord to such Leasehold Mortgage that Tenant has not cured such default within the period provided in Article 19, then in the event case of a rejection by Landlord either clause (x) or Tenant of this Lease under Chapter 11 of the Bankruptcy Codeclause (y), Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written shall have the right to notify Landlord in writing, within thirty (30) days after receipt by Leasehold Mortgagee of such notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaultscancellation or termination, if anyas applicable, then known to Landlord. Upon any request of the that (i) Leasehold Mortgagee, or its designeeany designee or nominee which Leasehold Mortgagee may designate or name in such notice (provided such designee or nominee is approved by Landlord as a transferee to the same extent as of such designee or nominee were taking an Assignment pursuant to Section 15.1 hereof) (hereinafter called the “approved nominee”), Landlord agrees elects to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee from the date of rejection, cancellation or its designee termination, as applicable, of this Lease for the remainder of the term Term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, Rental and other charges herein reserved and otherwise upon the same terms, covenants and conditions as are herein set forth, with the same relative priority in time and in right as this Lease (including to the extent possible) and having the benefit of and vesting in Leasehold Mortgagee, or the approved nominee, of all transfer the rights, but excluding requirements which are not applicable title, interest, powers and privileges of the Tenant hereunder and imposing on such Leasehold Mortgagee, or which have already been fulfilled) the approved nominee, all covenants, considerations and obligations of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage Tenant hereunder (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a “New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 Lease”), and (ii) if the Senior Leasehold Mortgagee does not exercise its right or the approved nominee further obligates itself to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior (and in fact does) within ten (10) days after delivery to the lien Landlord of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,such election:

New Lease. In the event of the termination of If this Lease is terminated for any reason, including without limitation, as a result of Tenant's a default prior to on the expiration part of the termTenant continuing beyond applicable grace, notice and cure periods, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 in any bankruptcy proceeding, the City shall, subject to the satisfaction of the Bankruptcy Codeconditions provided below, Landlord shall, in addition to providing the notices on written request of default and termination as required by this Lease, provide each a First Permitted Leasehold Mortgagee with written made at any time within sixty (60) days after the City has given notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the such First Permitted Leasehold Mortgagee, or its designee, Landlord agrees enter into a new lease of the Premises with such First Permitted Leasehold Mortgagee within ninety (90) days after receipt of such request. If the First Permitted Leasehold Mortgagee has made an election pursuant to the previous sentence to enter into a new lease ("New Lease") lease, the City shall not execute, amend or terminate any Subleases of the Premises with during such ninety (90) day period without the prior written consent of the First Permitted Leasehold Mortgagee. Any such new lease for a First Permitted Leasehold Mortgagee or its designee for the remainder of the term of this Lease, shall be effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, howeverand, that except as provided below, shall be upon all the same terms and conditions of this Lease which would have been in effect had such First Permitted Leasehold Mortgagee taken an assignment of the leasehold estate under this Lease from Tenant. The term of any such lease shall be the remainder of the Term of this Lease. The City shall not be obligated to enter into such a new lease with a First Permitted Leasehold Mortgagee unless (i) the such First Permitted Leasehold Mortgagee whose lien upon shall, contemporaneously with the Premises is superior delivery of such request for a new lease, pay to the lien of any City all Rent and other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease charges owed by Tenant to the Landlord City which then remain unpaid and the Rent and other charges for a the period after termination of 60 days from its receipt this Lease and until commencement of the notice referred to new lease which would have become due under this Lease (less any Rent or other charges for such periods actually collected by the City from Subtenants of the Premises), together with all expenses, including reasonable attorney's fees, incurred by the City in connection with the first sentence termination of this Section 18.2.18 Lease and the execution and delivery of such new lease, and (ii) if the Senior such First Permitted Leasehold Mortgagee does not exercise its right shall have performed all unfulfilled covenants and agreements required as of that date to enter into the New be performed by Tenant under this Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than Incurable Lease Defaults). The City shall have no obligation to deliver physical possession of the Senior Premises to any First Permitted Leasehold MortgageeMortgagee at the time of entering into such new lease unless the City, at time of execution and delivery of such new lease, shall have obtained physical possession of the Premises. In no event shall any new lease with a First Permitted Leasehold Mortgagee be for a longer term than the Term of this Lease. The provisions of this Section 14.2(e) shall have survive the right to give notice termination of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,this Lease.

New Lease. In Landlord agrees that in the event of the termination of this Lease as a result by reason of any default by Tenant's default prior to the expiration , or by reason of the termdisaffirmance hereof by a receiver, liquidator or in the event of a rejection by Landlord trustee for Tenant or Tenant of this Lease under Chapter 11 of the Bankruptcy Codeits property, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to will enter into a new lease ("New Lease") of the Premises with such the most senior Leasehold Mortgagee or its designee requesting a new lease for the remainder of the term of this LeaseTerm, effective as of the date of termination or rejection, as the case may besuch termination, at the Rentrent, and upon the terms, provisions, covenants and conditions (including all transfer agreements as herein contained and subject to the rights, if any, of any parties then in possess ion of any part of the Premises , provided: The senior Leasehold Mortgagee shall make written request upon Landlord for the new lease within thirty (30) days after the date of termination; The senior Leasehold Mortgagee shall pay to Landlord at the time of the execution and delivery of the new lease any and all sums which would, at the time of the execution and delivery thereof, be due and unpaid pursuant to this Lease but excluding requirements for its termination, and in addition thereto any expenses, including attorneys' fees, to which Landlord shall have been subjected by reason of the default; The senior Leasehold Mortgagee shall perform and observe all covenants herein contained on Tenant's part to be performed, and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under its terms, to the extent the same are not applicable curable or which may be performed by the senior Leasehold Mortgagee; and The tenant under the new lease shall have already been fulfilled) the same obligations and responsibilities and the same right, title and interest in and to all Improvements as Tenant had under the terminated Lease immediately prior to its termination. Notwithstanding anything to the contrary expressed or implied elsewhere in this Lease, any new lease made pursuant to this Section 26, shall be prior to any Leasehold Mortgage or other lien, charge or encumbrance on the Premises, to the same extent as the terminated Lease, and shall be accompanied by a conveyance of title to the Improvements (free of any mortgage, deed of trust, lien , charge, or encumbrance created by Landlord)for a term of years equal to the term of the new lease, subject to the reversion in favor of Landlord upon expiration or sooner termination of the new lease. The rights granted any Leasehold Mortgagee to a new lease shall survive any termination of this Lease; provided. If a Leasehold Mortgagee shall elect to demand a new lease under this Section 26, howeverLandlord agrees, that (i) at the request of, on behalf of and at the expense of the Leasehold Mortgagee, to institute and pursue diligently to conclusion any appropriate legal remedy or remedies to oust or remove the original Tenant from the Premises, and any subtenants actually occupying the Premises, or any part thereof, as designated by the Leasehold Mortgagee whose lien upon subject to any non-disturbance or attornment agreements with such subtenants. Unless and until Landlord has received notice from all Leasehold Mortgagees that the Premises is superior Leasehold Mortgagees elect not to demand a new lease as provided in this Section 26, or until the thirty (30) day period after the date of termination has expired, Landlord shall not cancel or agree to the lien termination or surrender of any other Leasehold Mortgage (existing subleases nor enter into any new subleases hereunder without the "Senior prior written consent of the Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,.

New Lease. In the event of the termination of If this Lease (a) is terminated as a result of a default on the part of Tenant's default prior , (b) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant (such proceeding, a “Bankruptcy Proceeding”), or (c) terminated as a result of any Bankruptcy Proceeding and, if within sixty (60) days after such rejection or termination, the Permitted Leasehold Mortgagee or its nominee(s) shall request and certify in writing to Landlord that it intends to perform the obligations of Tenant as and to the expiration of extent required hereunder, the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition subject to providing the notices satisfaction of default and termination as required by this Leasethe conditions provided below, provide each Leasehold Mortgagee with on written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Permitted Leasehold MortgageeMortgagee made at any time within sixty (60) days after the Landlord has given notice of such termination to the Permitted Leasehold Mortgagee (specifying in reasonable detail the nature of such default), or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such the Permitted Leasehold Mortgagee (or its designee nominee) within sixty (60) days after receipt of such request. Until the expiration of such period, Landlord shall not enter into any new lease, license or occupancy or operation agreement with any Person which would conflict with the rights afforded the Permitted Leasehold Mortgagee hereunder. Any such new lease for the remainder of the term of this Lease, a Permitted Leasehold Mortgagee (or nominee) shall be effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, howeverand, that except as provided below, shall be upon all the same terms and conditions of this Lease which would have been in effect had the Permitted Leasehold Mortgagee (or nominee) taken an assignment of the leasehold estate under this Lease from Tenant, including any rights of renewal. The initial term of any such lease shall be the remainder of the then current Term of this Lease. The Landlord shall not be obligated to enter into such a new lease with the Permitted Leasehold Mortgagee (or nominee) unless (i) the Permitted Leasehold Mortgagee whose lien upon (or nominee) shall, contemporaneously with the Premises is superior to the lien delivery of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into such request for a New Lease new lease, pay to the Landlord all Rent and other charges owed by Tenant to the Landlord which then remain unpaid and the Rent and other charges for a the period after termination of 60 days from its receipt this Lease and until commencement of the notice referred to new lease which would have become due under this Lease (less any Rent or other charges for such periods actually collected by the Landlord from subtenants or other occupants of the Premises), together with all expenses, including reasonable attorney’s fees, incurred by the Landlord in connection with the first sentence termination of this Section 18.2.18 Lease and the execution and delivery of such new lease, and (ii) if the Senior Permitted Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgageeor nominee) shall have performed all unfulfilled covenants and agreements required to be performed by Tenant under this Lease other than Incurable Lease Defaults. The Landlord shall have no obligation to deliver physical possession of the Premises to the Permitted Leasehold Mortgagee (or nominee) at the time of entering into such new lease unless the Landlord, at the time of execution and delivery of such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY MGM RESORTS INTERNATIONAL. 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. new lease, shall have obtained the right to give notice otherwise obtain physical possession of the Premises pursuant its intent remedies. Any new lease granted the Permitted Leasehold Mortgagee (or nominee) pursuant to enter into a New this Section 11.02(d) shall enjoy the same priority as this Lease over any lien, encumbrance, or other interest created by the Landlord prior to the Landlord during execution of such new lease. The provisions of this Section 11.02(d) shall survive the remainder termination of the period(s) specified below; and provided further, however,this Lease. References herein as to this "Lease" shall be deemed also to refer to such new ground lease.

New Lease. In Whenever during the event initial Term of the termination Lease, Landlord shall lease space to a tenant in the Office of this Lease the Americas Building, which space exists among the Expansion Spaces AND WHICH SPACE EXCEEDS 10,000 SQUARE FEET of rentable area AND which space had NOT previously been described in a notice to Tenant advising of its then newly leased status (any lease for space meeting all of the foregoing requirements is herein referred to as a result "NEW LEASE"), Landlord shall in writing thereafter notify Tenant of such New Lease, such notice to indicate the trade name of the tenant under the New Lease, the suite number or other general description of the location of the space leased, the square footage of rentable area leased, the approximate commencement date, and the actual or expected termination date. New Horizons, Dade County Planning, and any tenant under any such New Lease of which written notice is given to Tenant are all herein referred to from time to time as "EXISTING OR FUTURE TENANTS" or separately as an "EXISTING OR FUTURE TENANT". Landlord agrees to limit all New Leases for Unbuilt Space to a term of no greater than five (5) years; provided, any renewal or extension options therein contained shall provide that such renewal or extension is expressly subject to Tenant's expansion options under this Lease, as herein set forth and therefore expressly conditioned upon Tenant's lack of timely delivery of an "Expansion Notice" hereafter defined respecting such Expansion Space. Tenant expressly acknowledges and affirms that Landlord and others shall rely upon, time being strictly of the essence, and shall be entitled so to do, the effect of Tenant's default prior lack of timely delivery of notice of exercise of an expansion option respecting the applicable Expansion Space, for purposes of relying upon a binding unconditional exercise of an expansion or renewal option, no longer subject to Tenant's rights herein, and Tenant shall indemnify and hold Landlord harmless from all suits, claims, damages, losses or liability arising out of Tenant's improper late assertion of an expansion option hereunder where Landlord and the expiration applicable Existing or Future Tenant respecting the applicable Expansion Space have acted in reliance upon a waiver or relinquishment of the term, Tenant's expansion option arising by Tenant's affirmative assurance or failure to exercise such option in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default time and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,matter herein specified.

New Lease. In the event of the termination of If Lessor terminates this Lease as a result of Tenant's default prior to the expiration of the term, or in the event by reason of a rejection by Landlord or Tenant default of this Lease under Chapter 11 of the Bankruptcy CodeLessee described in Section 13(a)(iii) hereof, Landlord shallLessor shall execute and deliver, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with upon written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold MortgageeLender given within sixty (60) days after such termination, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee to Lender (or its designee nominee, subject to prior written consent of Lessor of such nominee, which consent shall not be unreasonably withheld) for the remainder of the term of this Lease. The new lease shall contain the same provisions as this Lease except for those obligations which have been fulfilled by Lessee prior to termination and shall have the same priority as this Lease. Notwithstanding the foregoing, effective Lessor shall not be obligated to execute or deliver a new lease unless Lender shall promptly cure all defaults of Lessee which are susceptible of cure by Lender. If more than one Lender requests such a new lease, the Lessor shall execute and deliver the new lease to the Lender holding the most senior encumbrance. If there is dispute as to which Lender holds the most senior encumbrance, then such dispute shall be determined by such Lenders, and if they are unable to do so, then such dispute shall be submitted to arbitration in accordance with paragraph 28 hereof. Upon execution and delivery of such new lease, title to the improvements on the Property shall vest in the new Lessee, subject to the provisions of this Lease, and the rights and interests conveyed to tenants of the improvements prior to the date of termination or rejection, as the case may besuch new lease. Lessor, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt expense of the notice referred new Lessee, shall take such action as shall be necessary to in cancel and discharge this Lease and to remove Lessee from the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Premises.

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior to an Event of Default after the expiration of the termany cure periods applicable to Tenant and/or Leasehold Mortgagee, or in the event of a rejection by Landlord or Tenant of including if this Lease under Chapter 11 of the Bankruptcy Codeis rejected or disaffirmed pursuant to any bankruptcy or similar law or proceeding, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, shall provide each Leasehold Mortgagee with written notice that the this Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Lease but for absent such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of Leasehold Mortgagee shall then have the Leasehold Mortgageeright, but not the obligation, to have it or its designee, Landlord agrees to Affiliate designee (“Successor Tenant”) enter into a new lease ("the “New Lease"”) of the Premises with such Leasehold Mortgagee or its designee Landlord for the remainder of the term of this LeaseTerm, effective as of upon the date of termination or rejection, as the case may besuch termination, at the RentRent provided for herein, and upon all of the other terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, provided (a) Leasehold Mortgagee makes written request upon Landlord for such New Lease within thirty (30) days after receipt of Landlord’s notice of such termination, (b) Leasehold Mortgagee shall pay, at the time of execution and delivery of such New Lease, any and all sums which would at such time be due pursuant to this Lease, but for such termination (plus all reasonable expenses, including reasonable attorneys’ fees, which Landlord shall have incurred by reason of such termination and the execution and delivery of the New Lease), and (c) Successor Tenant shall assume in writing all of the obligations of the landlord under any then existing Space Leases; provided, however, that (i) provided further in no event shall a Leasehold Mortgagee have a right to a New Lease if this Lease is terminated as a result of casualty or condemnation and the Leasehold Mortgagee whose lien upon applies the insurance or condemnation proceeds, or any portion thereof to the outstanding balance of the indebtedness secured by its Leasehold Mortgage. The Successor Tenant under any such New Lease shall be liable to perform the obligations imposed by such New Lease only during the period the Successor Tenant has ownership of the leasehold estate created thereby. Upon the execution of such New Lease, Landlord shall allow the Successor Tenant, to offset against the sums otherwise due under this Section or under the New Lease, an amount equal to the net income in fact derived by Landlord from the Premises is superior to during the lien period from the date of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice termination of its intent to enter into a New this Lease to the Landlord for a period of 60 days from its receipt date of the notice referred beginning of the term of the New Lease. In addition to the New Lease, Landlord shall upon the request of the Successor Tenant, execute and deliver (in recordable form) to such Successor Tenant or its nominee, such deeds, bills of sale, assignments and other instruments whereby the first sentence Landlord conveys to the Successor Tenant or its nominee, without warranty of title but with confirmation of no prior assignment of Landlord, all of Landlord’s right, title and interest, in, to and under any portion of Tenant’s Interest that may have reverted to Landlord on account of the termination of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of Lease, including without limitation any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Space Leases.

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior to the expiration of the termLease Term, except by reason of Condemnation or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy CodeCasualty as provided herein, Landlord shall, in addition to providing shall serve upon the notices of default and termination as required by this Lease, provide each Leasehold Tenant Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of any and all sums which would at that time be due under this Lease but for such termination or rejectiontermination, and of all other defaults, if any, under this Lease then known to Landlord. The Tenant Mortgagee shall thereupon have the option, for a period of thirty (30) days after the receipt of such notice by the Landlord Mortgagee (time being of the essence), to obtain a new lease in accordance with and upon the following terms and conditions: Upon any the written request of the Leasehold Tenant Mortgagee (which must be received by Landlord within said thirty (30) day period (time being of the essence)), Landlord shall promptly enter into a new lease of the Premises with the Tenant Mortgagee, or its designee, Landlord agrees to enter into a as follows: Such new lease ("New Lease") shall be effective on the date of the Premises with such Leasehold Mortgagee or its designee termination of this Lease and shall be for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may beLease Term, at the Rent, Rent and upon all the agreements, terms, covenants and conditions (hereof, including any applicable rights of renewal or extension. Such new lease shall require the Tenant to perform all transfer rights, but excluding requirements unfulfilled obligations of Tenant under this Lease which are not applicable or reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the tenant named therein shall pay all sums which have already been fulfilled) would at the time of the execution thereof be due under this Lease; providedLease but for such termination and shall pay the reasonable expenses incurred by Landlord in connection with such defaults and termination, however, that (i) the Leasehold Mortgagee whose lien upon recovery of possession of the Premises is superior to and the lien preparation, execution and delivery of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,such new lease.

New Lease. (i) In the event of the termination of that this Lease is terminated as a result of Tenant's any default prior to the expiration of the termby LESSEE hereunder or any other cause (including, or in the event of without limitation, a rejection by Landlord or Tenant of this Lease under Chapter by LESSEE'S trustee in bankruptcy pursuant to 11 U.S.C. (S)365 or any equivalent provision of the Bankruptcy Codelaw), Landlord shall, LESSOR shall in addition to providing the notices of default to be provided pursuant to subparagraphs 2(b) and termination as required by this Lease, 2(c) above provide each Leasehold Mortgagee within five (5) days of such termination with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Leaseterminated, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejectiontermination, and of all other defaults, if any, then known to LandlordLESSOR. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to LESSOR shall enter into a new lease (hereinafter referred to as the "New Lease") of the Premises with such any Leasehold Mortgagee or its designee for the remainder of the term of this LeaseLease (as if this Lease had not been terminated), effective as of the date of termination or rejection, as the case may betermination, at the Rentsame Rent and with the same covenants, conditions and upon agreements (including, without limitation, any and all options to extend or renew the terms, covenants and conditions (including all transfer rightsterm of this Lease, but excluding any requirements which are not applicable or have been satisfied by LESSEE prior to termination) as are contained herein, subject only to the conditions of title as the Premises are subject to on the date of the execution of the original Lease and such matters arising thereafter to which such Leasehold Mortgagee has consented to in writing, and to the right, if any, of any parties then in possession of any part of the Premises, upon receipt by LESSOR of a written request from such Leasehold Mortgagee on or before sixty (60) days after the date of LESSOR'S notice of termination given pursuant to this subparagraph 3(f) and thereafter, the lessee under the New Lease shall have already been fulfilled) the same right, title and interest in and to the Premises and the buildings and improvements thereon as LESSEE had under this Lease. In addition, LESSOR shall convey to such Leasehold Mortgagee or its designee title to the Improvements by limited warranty deed for the term of the New Lease, such conveyance to be free and clear of, and include warranties by LESSOR that such conveyance is free and clear of all liens, encumbrances, security interests, easements and other matters created by LESSOR and affecting title to the Improvements. LESSOR shall further assign and transfer to such Leasehold Mortgagee or its designee, without representation or warranty of any kind (other than that LESSOR has taken no action to terminate, assign, transfer or encumber such subleases, or any interest therein), all of LESSOR'S interest in and to any suble ases entered into by LESSEE under the terms of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien . The obligations of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent LESSOR to enter into a New Lease shall be subject to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,following conditions:

New Lease. In Notwithstanding anything to the contrary contained in this Lease or otherwise, in the event of the termination of this Lease as a result of Tenant's default for any reason prior to the stated expiration date, except a voluntary termination by Tenant pursuant to a right herein granted, Landlord shall promptly notify all Leasehold Mortgagees of such termination. If the term, or in Leasehold Mortgagee having the event of a rejection by Landlord or Tenant of highest priority with respect to this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, cures all Events of Default giving rise to such termination as provided below, Landlord agrees to shall enter into a new lease ("New Lease") of the Premises Mortgaged Property with such Leasehold Mortgagee or its designee for the remainder of the term of this LeaseTerm, such new lease to be effective as of the date of termination or rejection, as the case may beof this Lease, at the Rentrental rate then payable hereunder, and upon all of the same terms, covenants conditions, covenants, agreements, provisions and conditions limitations contained herein, subject to the following: (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilleda) the Leasehold Mortgagee entitled to the new lease shall make written request to Landlord for a new lease within sixty (60) days of receipt by the Leasehold Mortgagee of written notice from Landlord of the date of termination of this Lease; providedand (b) at the time of the execution and delivery of the new lease, however, that (i) the Leasehold Mortgagee whose lien upon or its designee shall pay to Landlord all amounts specified in the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent termination delivered by Landlord, which would have been due hereunder except for such termination and which are currently due except for such termination, and shall promptly cure (subject to enter into a New Lease Section 8.5) all other Events of Default giving rise to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,such termination.

New Lease. In the event of the termination of this Lease If a Qualified Mortgagee acquires Tenant’s leasehold as a result of a judicial or non-judicial foreclosure under a Leasehold Mortgage, or by means of a deed in lieu of foreclosure, the Qualified Mortgagee thereafter may assign or transfer Tenant's default prior ’s leasehold to an assignee upon obtaining Landlord’s written consent thereto, which consent will not be unreasonably withheld or delayed but which assignment will be subject to all of the other provisions of Article 8 and any provisions of the Lease Ordinance concerning acceptable assignees. Upon such acquisition by a Qualified Mortgagee or its assignee of Tenant’s leasehold, Landlord will execute and deliver a new ground lease of the Property to the expiration Qualified Mortgagee or its assignee not later than 120 days after such party’s acquisition of the term, or Tenant’s leasehold. The new ground lease will be identical in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition form and content to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee except with written notice that respect to the Lease has been terminated or that Landlord has filed a request parties thereto, the term thereof (which will be co-extensive with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejectionremaining Term hereof), and the elimination of all other defaultsany requirements that Tenant fulfilled prior thereto, if any, then known and the new ground lease will have priority equal to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term priority of this Lease, effective as . Upon execution and delivery of the date of termination or rejectionnew ground lease, as Landlord will cooperate with the case may benew tenant, at the Rentsole expense of said new tenant, in taking such action as may be necessary to cancel and upon discharge this Lease and to remove Tenant from the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Property.

New Lease. In Notwithstanding the provisions of Article 12, 13, and 14, in the event of the termination or cancellation of this Lease as a result of Tenant's default prior to the natural expiration of the term, or in the event of a rejection by Landlord or Tenant Term of this Lease under Chapter 11 due to a default of Tenant or operation of law or otherwise (including, without limitation, the bankruptcy filing of Tenant or the commencement of an insolvency proceeding or similar proceeding, an act of condemnation or eminent domain against a portion of the Bankruptcy CodePremises by a government agency or body, the destruction or damage of the Premises, or a change in the control or management of Tenant), Landlord shallshall also be obligated to give notice to Mortgagee simultaneously with such notice given to Tenant. No such notice to Tenant shall be effective with respect to termination or cancellation of this Lease unless Mortgagee has also been notified. Landlord, in addition to providing the notices upon written request from any Mortgagee within sixty (60) days of default and receiving such notice of termination as required by this Leaseor cancellation, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed shall enter into a request new lease with the Bankruptcy Court seeking to reject Mortgagee having a lien with the Lease, together most senior priority or its designee in accordance with a statement of all sums which would at that and upon the same terms and conditions as set forth herein and with the same relative priority in time be due under and in right as this Lease but for such termination or rejection, (to the extent possible) and having the benefit of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold and vesting in Mortgagee, or its designee, Landlord agrees to enter into a new lease of all the rights, title, interest, powers, and privileges of Tenant hereunder ("“New Lease") ”). In this regard, in the event of the Premises with such Leasehold Mortgagee or its designee for filing of a petition in bankruptcy by Tenant, and Tenant rejects this Lease under the remainder then applicable provisions of the term United States Bankruptcy Code, U.S.C. Title 11, (“Bankruptcy Code”), Landlord shall, upon the request of a Mortgagee within the time period specified above, affirm this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to Landlord will enter into a New Lease immediately upon Tenant’s rejection of this Lease. In the event of the filing of a petition in bankruptcy by Landlord, and Landlord rejects this Lease and Tenant does not affirm it, a Mortgagee will have, within a reasonable amount of time, the authority to affirm this Lease on behalf of Tenant and to keep this Lease in full force and effect. Nothing in this Section or this Lease shall be construed to imply that this Lease may be terminated by reason of rejection in any bankruptcy proceeding of Tenant. The Parties intend, for the protection of Mortgagees, that any such rejection shall not cause a termination of this Lease. Notwithstanding anything to the Landlord for contrary contained herein, no termination of this Lease shall become effective until, and the lien of each Leasehold Mortgage on the Premises shall remain effective until, either a period New Lease has been made pursuant to this Section 10.6 of 60 days from its receipt this Lease or no Mortgagee has timely accepted (or caused to be accepted) a New Lease, upon the expiration of the notice referred to in 30-day period as set forth above. Upon entering into a New Lease, such Mortgagee or its affiliated designee shall cure any monetary default by Tenant hereunder. After cancellation and termination of this Lease and upon compliance with the first sentence provisions of this Section 18.2.18 10.6 by Mortgagee, or its designee, within such time, Landlord shall thereupon execute and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a deliver such New Lease to such Mortgagee or its designee, having the same relative priority in time and right as this Lease (to the extent possible) and having the benefit of all the right, title, interest, powers, and privileges of Tenant hereunder in and to the Premises and Landlord during and the remainder of the period(s) specified below; new Tenant shall execute and provided furtherdeliver any deed or other instrument and take such other action as may be reasonably necessary to confirm or assure such right, however,title, interest, or obligations.

New Lease. In Upon written request made by any Leasehold Mortgagee at any time after the event acquisition of or succession to YIDA’s interest in this Lease or the termination Company’s interest in the Sublease by a Leasehold Mortgagee or any Transferee approved by CDA pursuant to the foregoing provisions of this Lease as a result of Tenant's default prior to the expiration of the termArticle, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to CDA shall enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee such approved Transferee for the remainder of the term of this LeaseTerm, effective as upon all of the date of termination or rejectioncovenants, as conditions, limitations and agreements herein contained, at which time (in the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (iexecution of a new lease with an approved Transferee) the Leasehold Mortgagee whose lien upon so transferring to such Transferee shall be relieved of all obligations under this Lease, provided that the Premises is superior new tenant or subtenant (i) shall pay to CDA, simultaneously with its execution and delivery of such new lease, all reasonable expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by CDA in connection with the lien preparation of and CDA’s entry into such new lease, (ii) shall simultaneously with its execution and delivery of such new lease, cause this Lease and the memorandum of this Lease and, as CDA may reasonably request, any other Leasehold Mortgage recorded or unrecorded documents executed by and between CDA and any tenant hereunder to be terminated or satisfied in fact and/or of record, and (iii) shall deliver to CDA such evidence as CDA shall reasonably require evidencing the "Senior Leasehold Mortgagee") agreement of appropriate parties under any then existing Construction Agreements and Financing Documents to recognize such new lease and new tenant and to complete performance under their respective agreements, it being understood and agreed that the approved Transferee shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt agreements or modifications of the notice referred to in existing agreements not inconsistent with the first sentence terms of this Section 18.2.18 Lease. To the extent that CDA had the right hereunder or under the LDA to approve Construction Agreements and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) Financing Documents or Financing Commitments, CDA shall have the right to give notice review any modifications of its intent such documents, and such consent shall not unreasonably be withheld or delayed. Nothing herein contained shall be deemed to enter into a New impose any obligation on the part of CDA to deliver physical possession of the Premises to the new tenant unless CDA at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. It is understood and agreed that in the event that any Leasehold Mortgagee shall become the tenant hereunder, the Leasehold Mortgage shall not merge with said mortgagee’s interest in the Leasehold, but shall remain separate and apart from the Leasehold. Upon the execution of such new lease, the tenant named therein shall be entitled to any rent received under any sublease in effect during the period from the date of termination of this Lease to the Landlord during date of execution of such new lease. Effective upon the remainder commencement of the period(s) specified below; term of any new lease all subleases shall be assigned and provided furthertransferred to the tenant under the new lease without recourse to CDA. If more than one Leasehold Mortgagee makes written request upon CDA in accordance with the provisions of this Section, however,the new lease shall be executed with the Leasehold Mortgagee prior in lien, and the written request of any other Leasehold Mortgagee shall be void and of no force or effect.

New Lease. In (a) Rejection of this Lease by the event of City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless JoePC, with the Lender’s consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, JoePC (or the Lender if it has succeeded to JoePC’s interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a result of Tenant's default prior bankruptcy proceeding involving the City pursuant to debtor relief laws and if JoePC (or the expiration Lender on its behalf) elects pursuant to any debtor relief laws to retain its rights under this Lease, then the rights and remedies of the term, or in parties will continue to be governed by the event of a rejection by Landlord or Tenant terms of this Lease and JoePC shall continue to have all rights of a tenant under Chapter 11 applicable law. The City agrees that the rights of the Bankruptcy Code, Landlord shall, Lender under the Leasehold Mortgage and any other document or instrument executed and delivered in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request connection with the Bankruptcy Court seeking to reject Leasehold Mortgage shall not be affected or impaired by the Lease, together with a statement rejection of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlordby the City. Upon any request of the Leasehold Mortgagee, or its designee, Landlord The City agrees to enter into a new lease provide the Lender with at least ten ("New Lease"10) of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give business days’ prior written notice of its intent to enter into a New seek to reject this Lease in any bankruptcy proceeding involving the City and that it shall not object to the Landlord Lender’s standing to file pleadings, appear in court or otherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The City and JoePC agree, for a period of 60 days from its receipt the benefit of the notice referred to in the first sentence Lender, that upon any such rejection of this Section 18.2.18 and (ii) if Lease by the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have City, the right to give exercise the election arising under the debtor relief laws either to treat this Lease as terminated or to retain XxxXX’s rights hereunder shall be exercisable exclusively by the Lender and not by XxxXX. Pending the City’s written receipt of notice of from the Lender as to such election, JoePC shall without further act or deed be deemed to have elected to retain its intent rights under this Lease and to enter into a New Lease to the Landlord during the remainder remain in possession of the period(s) specified below; and provided further, however,Leased Property.

New Lease. In the event of the termination of If this Lease as a result of Tenant's default prior to the expiration of the term, terminates for any reason (except with Leasehold Mortgagee’s consent or in the event because of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy CodeSubstantial Condemnation), even if Leasehold Mortgagee failed to timely exercise its cure rights for a Default, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each shall promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease is thirty ("New Lease"30) of the Premises with such days after Leasehold Mortgagee or its designee for receives Landlord’s Lease Termination Notice (such forty-five (45) day period, the remainder of the term of this Lease“New Lease Option Period”), effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent may require Landlord to enter into a New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has (a) in the New Lease committed to the Landlord for a period cure all Monetary Defaults within thirty (30) days of 60 days from its receipt commencement of the notice referred New Lease, and to cure all Nonmonetary Defaults (except Tenant- Specific Defaults) within forty-five (45) days of commencement of the New Lease, except, in the first sentence case of this Section 18.2.18 any Nonmonetary Default that cannot with due diligence be cured within forty-five (45) days, New Tenant shall have commenced such cure and committed in the New Lease to diligently prosecute such cure to completion within a reasonable time under the circumstances, provided however that any breach of Tenant’s Construction Obligations must be cured within forty-five (45) days after the commencement of the New Lease; and (iib) if reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, recover the Senior Leasehold Mortgagee does not exercise its right to Premises, and enter into the New Lease during this 60-day period; the Lease. If Leasehold Mortgagee whose lien upon the Premises is superior exercises its option to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent require Landlord to enter into a New Lease to with New Tenant, New Tenant shall execute the Landlord during the remainder New Lease within thirty (30) days after expiration of the period(s) specified below; New Lease Option Period or the option shall be deemed to be waived and provided further, however,of no further effect.

New Lease. In the event of the Upon termination of this Lease as by Landlord on Tenant's --------- default hereunder, or upon a result Leasehold Mortgagee's acquisition of Tenant's default prior to the expiration Estate by way of the termforeclosure or otherwise, or in the event at any Leasehold Mortgagee's request given within sixty (60) days of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, acquisition Landlord agrees to shall enter into a new lease ("New Lease") of the Premises Property and all improvements thereon with such Leasehold Mortgagee or its designee for the remainder of the term of this LeaseMortgagee, effective as of the date of such termination or rejection, acquisition (but with the same relative priority as this Lease with regard to encumbrances on the case may be, Property) for the remainder of the Lease Term and at the Rent, same rent and upon the terms, covenants same terms and conditions contained in this Lease (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) the option to purchase and right of this Leasefirst refusal set forth herein); provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") tenant under such lease shall have the right to give notice assign its interest in such lease on the terms set forth in Paragraph 15.7 hereof. The Leasehold Mortgagee shall pay all costs, fees, expenses and legal fees incurred by Landlord in connection with the execution of its intent such new lease. Following the termination of this Lease by Landlord on Tenant's default and until each Leasehold Mortgagee has failed within sixty (60) days to enter into demand a New Lease new lease, Landlord shall not alter or in any way demolish any improvements on the Property, nor modify or terminate any subleases. At the time of the execution and delivery of any new lease pursuant to this Section 15.8, Landlord shall execute and deliver to the Landlord for party executing such new lease as the tenant, a period grant deed to the improvements on the Property and a xxxx of 60 days from its receipt sale to the furnishings, fixtures, furniture, equipment, and personal property thereon, both of which documents shall be effective as of the notice referred effective date of such new lease. Concurrent with the delivery of such grant deed and the xxxx of sale, Landlord shall deliver to the new tenant under such new lease an assignment of Landlord's rights under all subleases and sub-subleases affecting any portion of the Property and memorandum of such new lease in recordable form. In the first sentence event that a nominee or designee of this Section 18.2.18 and (ii) if the Senior any Leasehold Mortgagee does not exercise shall be the tenant under such new lease, such designee or nominee shall, at its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall election, have the right to give notice continue its lien against such new lease and the improvements located on the Property as well as all fixtures and personal property located thereon to secure payment of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,then existing outstanding indebtedness.

New Lease. In the event of the termination of this Lease as a result of Tenant's default is terminated for any reason prior to the expiration end of the termLease Term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with Lessor shall promptly give Lender written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to shall enter into a new lease ("“New Lease"”) with Lender or Lender’s nominee covering the 000 X. Xxxx Street Property, provided that Lender (a) requests such New Lease by written notice to Lessor within sixty (60) days after Lender’s receipt of written notice by Lessor of termination of the Premises with such Leasehold Mortgagee or its designee Lease, and (b) cures all prior defaults of Lessee that are reasonably capable of being cured by Lender. The New Lease shall be for the remainder of the term of this LeaseLease Term, effective as of at the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rightssuch termination, but excluding requirements which are shall not applicable or which have already been fulfilled) include any of this Lease; providedthe covenants, howeveragreements, that (i) conditions, provisions, restrictions and limitations contained in Section 2.4 of the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") Lease and Lessor shall have the right right, but not the obligation, to give notice increase the annual rent for each lot set forth in Section 2.3 to fair market value rental rates which shall be determined by the appraisal process provided in Section 6.7. In connection with a New Lease, Lessor shall assign to Lender or its nominee all of its intent Lessor’s interest in all existing subleases of all or any part of the 000 X. Xxxx Street Property and all attornments given by the sublessees. Lessor shall not terminate or agree to terminate any sublease or enter into any New Lease or sublease for all or any portion of the 000 X. Xxxx Street Property without Lender’s prior written consent, unless Lender fails to deliver its request for a New Lease under this Section. In connection with any such New Lease, Lessor shall, by grant deed, convey to Lender or its nominee title to the Landlord for Improvements, if any, which become vested in Lessor as a period result of 60 days from its receipt termination of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Lease.

New Lease. In the event of the termination of If this Lease as a result of Tenant's default prior to the expiration of the termis terminated for any reason, or in the event of a the rejection by Landlord or Tenant disaffirmance of this Lease under Chapter 11 of pursuant to bankruptcy law or other law affecting creditors’ rights, the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to Lessor will enter into a new lease ("New Lease") of the Premises with such a Leasehold Mortgagee Mortgagee, or its designee any Eligible Lessee, not less than ten (10) nor more than thirty (30) days after the request of a Leasehold Mortgagee, for the remainder of the term of this Leaseterm, including any renewals, effective as of the date of termination such termination, rejection, or disaffirmance, upon all the terms and provisions contained in this Lease, provided that (i) the Leasehold Mortgagee makes a written request to the Lessor for such new lease within ninety (90) days after the effective date of such termination, rejection, or disaffirmance, as the case may be, and such written request is accompanied by a copy of the new lease, prepared at the RentLeasehold Mortgagee’s expense, duly executed and acknowledged by the Leasehold Mortgagee, or the party designated by the Leasehold Mortgagee to be the lessee under the new lease, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (iii) the Leasehold Mortgagee whose lien upon cures all defaults under this Lease that can be cured by the Premises is superior Leasehold Mortgagee or its agent, pays or causes to be paid any and all delinquent real estate taxes and annual installments of special assessments on the Premises, and pays to the lien Lessor all rent, current or delinquent, that would at the time of any other Leasehold Mortgage (such execution and delivery be due and payable by the "Senior Lessee under this Lease but for such rejection, disaffirmance, or termination, notwithstanding anything herein to the contrary. If the Leasehold Mortgagee") shall , or the party so designated by the Leasehold Mortgagee, enters into a new lease with the Lessor pursuant to this section, then any default under this Lease that, because the default is personal to the Lessee (such as bankruptcy), cannot reasonably be cured by the new lessee, will be deemed cured. Any new lease made pursuant to this section will have the right same priority of lien as this Lease. The provisions of this section will survive the termination, rejection, or disaffirmance of this Lease, and will continue in full effect thereafter to give notice the same extent as if this section were a separate and independent contract made by the Lessor, Lessee and any Leasehold Mortgagee, and from the effective date of its intent to enter into a New such termination, rejection, or disaffirmance of this Lease to the Landlord for a period date of 60 days from its receipt execution and delivery of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior such new lease, any Leasehold Mortgagee does not exercise its right to enter into may use and enjoy the New leasehold estate created by this Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,without hindrance by Landlord.

New Lease. In the event of the termination of If Tenant, as debtor in possession, or a trustee in bankruptcy for Tenant, rejects this Lease as in connection with any proceeding involving Tenant under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors (a result of Tenant's default prior to the expiration of the term"Bankruptcy Proceeding"), or in the event if this Lease is terminated by Landlord by reason of a rejection default by Landlord or Tenant which is not susceptible of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required cure by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, then such Leasehold Mortgagee shall have the right, within thirty (30) days of receipt of notice of such rejection or its designeetermination, Landlord agrees to enter into demand a new lease (the "New Lease") to replace this Lease covering the Premises for a term to commence on the date of procurement by Landlord of possession of the Premises with and to expire on the same date as this Lease would have expired if it had otherwise continued uninterrupted until its scheduled date of termination, and containing all of the same rights, terms, unexpired options, covenants, considerations and obligations as set forth in this Lease. Such New Lease shall be executed and delivered by the Landlord to such Leasehold Mortgagee or its designee for within thirty (30) days after receipt by the remainder Landlord of written notice from such Leasehold Mortgagee of such election and upon payment by such Leasehold Mortgagee of all sums owing by Tenant under the term provisions of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, Lease and upon performance by such Leasehold Mortgagee of all other obligations of Tenant under the terms, covenants provisions of this Lease with respect to which performance is then due (as if this Lease had not been terminated) and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) susceptible of this Lease; provided, however, that (i) the being cured by such Leasehold Mortgagee. Any New Lease granted any such Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right benefit of and vest in such Leasehold Mortgagee all right, title, interest, power and privileges of Tenant hereunder in and to give notice of its intent to enter the Premises. If any Leasehold Mortgagee shall have entered into a New Lease with Landlord pursuant to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 49, then any default under this Lease that cannot be cured by the payment of money shall be deemed cured. Unless and (ii) if the Senior until Landlord has received notice from any Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the that such Leasehold Mortgagee whose lien upon the Premises is superior elects not to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into demand a New Lease as provided above in this Section, or until the period therefore has expired, such Leasehold Mortgagee may, upon payment of any sums due from Tenant, use and enjoy the leasehold estate created by this Lease (subject to the Landlord during the remainder of the period(sterms hereof) specified below; and provided further, however,without hindrance by Landlord.

New Lease. In If Tenant has mortgaged its interest in this Lease in accordance with its terms, for so long as any such Mortgage is outstanding and of record, prior to the event exercise of Landlord’s Termination Rights, provided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, Mortgagee will have the option to obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05, which New Lease will become effective upon the termination of this Lease. Mortgagee will send written notice to Landlord in accordance with Article 25 of its exercise of the option to obtain a New Lease as a result of Tenant's default at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to the expiration Landlord exercising Landlord’s Termination Rights and Landlord will enter into a New Lease of the termPremises with the Mortgagee or any designee of the Mortgagee (such Mortgagee or such designee, or in the event “New Tenant”). The New Lease will be effective commencing from the date of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 and continuing for the remainder of the Bankruptcy CodeTerm and upon all of the same agreements, Landlord shallterms, in addition to providing the notices covenants, and conditions of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that . Upon the Lease has been terminated or that Landlord has filed execution of a request with the Bankruptcy Court seeking to reject the New Lease, together with a statement of the New Tenant will pay any and all sums which would at that the time of the execution of the New Lease be due under this Lease but for such its termination and New Tenant will commence to remedy any non-monetary Events of Default from this Lease (that remains uncured in the New Lease) and that are of a nature or rejection, type that are capable of being cured by a party other than Tenant and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold New Tenant (or Mortgagee, or its designeeon New Tenant’s behalf) will pay all costs and expenses, including, without limitation, reasonable counsel fees, court costs and disbursements incurred by Landlord agrees to enter into a new lease ("New Lease") in connection with the Events of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term Default and termination of this Lease, effective the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute will be determined by dispute resolution as provided in Article 34. Landlord will have no obligation to deliver physical possession of the date Premises in connection with the giving of termination or rejectionany such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, as any such New Lease and the case may beleasehold estate thereby created, at subject to the Rent, and upon the terms, covenants and same conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of contained in this Lease; provided, however, that (i) will continue to maintain the Leasehold Mortgagee whose lien upon the Premises is superior same priority as this Lease with regard to the lien of any Mortgage or any other Leasehold Mortgage (lien, charge, or encumbrance whether or not the "Senior Leasehold same will then be in existence. If there is more than one Mortgagee") shall have the right to give notice of its intent to , Landlord will enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05. Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement, or similar proceeding which would otherwise cause this Lease to terminate, will, without any action or consent by Landlord, Tenant, or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord for a period of no later than 60 days after notice from its receipt Landlord of such transfer. Such Mortgagee will thereupon have no further obligations hereunder. Alternatively, the notice referred to senior Mortgagee may request a New Lease in accordance with the first sentence provisions of this Section 18.2.18 and (ii10.05. Except as expressly provided in Section 10.04(f) if the Senior Leasehold regarding Mortgagee does not exercise its right having to enter into the New Lease during cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of Section 10.05 releases Tenant from any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New obligations under this Lease to the Landlord during the remainder of the period(s) specified belowwhich have not been discharged or fully performed by Tenant or Mortgagee. INITIAL CONSTRUCTION OF THE PROJECT; and provided further, however,RESTORATION; CAPITAL IMPROVEMENTS

New Lease. In the event of the Upon termination of this Lease as by Landlord on Tenant’s default hereunder, or upon a result Leasehold Mortgagee’s acquisition of Tenant's default prior to the expiration ’s Estate by way of the termforeclosure or otherwise, or in the event at any Leasehold Mortgagee’s request given within sixty (60) days of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, acquisition Landlord agrees to shall enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this LeaseMortgagee, effective as of the date of such termination or rejection, acquisition (but with the same relative priority as this Lease with regard to encumbrances on the case may be, Premises) for the remainder of the Lease Term and at the Rent, same Rent and upon the terms, covenants same terms and conditions contained in this Lease (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) the option to purchase and right of this Leasefirst refusal set forth herein); provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") tenant under such lease shall have the right to give notice assign its interest in such lease on the terms set forth in Section 15.7 hereof. The Leasehold Mortgagee shall pay all costs, fees, expenses and legal fees incurred by Landlord in connection with the execution of its intent such new lease. Following the termination of this Lease by Landlord on Tenant’s default and until each Leasehold Mortgagee has failed within sixty (60) days to enter into demand a New Lease new lease, Landlord shall not alter or in any way demolish any Improvements on the Property, nor modify or terminate any subleases. At the time of the execution and delivery of any new lease pursuant to this Section 15.8, Landlord shall execute and deliver to the party executing such new lease as the tenant, a quit claim grant deed to the improvements, if any, on the Property that are the property of Landlord for and a period quit claim xxxx of 60 days from its receipt sale to the furnishings, fixtures, furniture, equipment, and personal property thereon, if any, that are the property of Landlord, both of which documents shall be effective as of the notice referred effective date of such new lease. Concurrent with the delivery of such quit claim grant deed and the quit claim xxxx of sale, Landlord shall deliver to the new tenant under such new lease an assignment of Landlord’s rights under all subleases and sub-subleases affecting any portion of the Property and memorandum of such new lease in recordable form. In the first sentence event that a nominee or designee of this Section 18.2.18 and (ii) if the Senior any Leasehold Mortgagee does not exercise shall be the tenant under such new lease, such designee or nominee shall, at its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall election, have the right to give notice continue its lien against such new lease and the improvements located on the Property as well as all fixtures and personal property located thereon to secure payment of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,then existing outstanding indebtedness.

New Lease. In the event of the termination of If this Lease as Agreement or a result of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejectionSublease, as the case may be, at the Rentterminates for any reason, and upon the termsincluding, covenants and conditions (including all transfer without limitation, because of Tenant’s or a Sublessee’s uncured Default or because it is rejected or disaffirmed under bankruptcy law or any other law affecting creditors’ rights, but excluding requirements then, so long as a Mortgagee has cured any monetary and/or insurance Default prior to expiration of the Mortgagee any cure period identified in Section 14(a) and Section 17(c)(ii) and is making commercially reasonable efforts to cure any non-monetary Default, Landlord will, immediately upon written request from the Mortgagee received within ninety (90) days after the termination, rejection, or disaffirmance, without demanding additional consideration therefor, enter into a new lease and easement agreement or a new Sublease as the case may be in favor of the Mortgagee, which are not applicable new lease and easement agreement or which have already been fulfilled) of this Lease; provided, however, that new Sublease shall (i) contain the Leasehold same covenants, agreements, terms, provisions and limitations as this Agreement or the Sublease, as the case may be (except for any requirements that have been fulfilled by Tenant or a Sublessee prior to the termination, rejection, or disaffirmance), (ii) be for a term commencing on the date of the termination, rejection, or disaffirmance and continuing for the remaining Term or the term of the Sublease, as the case may be, before giving effect to the termination, rejection, or disaffirmance, (iii) contain a lease or sublease as the case may be on, over, under, upon along and across the Premises or such portion thereof as to which the Mortgagee held a lien on the date of the termination, rejection, or disaffirmance, (iv) contain a grant to the Mortgagee of access, transmission, communications, utility, and other easements covering such portion or portions of the Premises as Tenant held under this Agreement prior to its termination and (v) enjoy the same priority as this Agreement or a replaced Sublease, as the case may be, has over any lien, encumbrance or other interest created by Landlord, and, until such time as the new lease and easement agreement or Sublease as the case may be is executed and delivered, the Mortgagee may enter, use and enjoy the Premises, and conduct Operations on the Premises as if this Agreement or the Sublease, as the case may be, were still in effect at the option of the Mortgagee, the new lease and easement agreement or Sublease, as the case may be, may be executed by a designee of the Mortgagee, with the Mortgagee assuming the burdens and obligations of Tenant or a Sublessee thereunder. If more than one Mortgagee makes a written request for a new lease and easement agreement or Sublease, as the case may be, under this Section 17(c)(vii), then the new lease and easement agreement or Sublease shall be delivered to the Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to senior in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,priority.

New Lease. In the event of the termination of If this Lease as a result of Tenant's default prior to the expiration of the term, terminates for any reason (except with Leasehold Mortgagee’s consent or in the event because of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy CodeSubstantial Condemnation), even if Leasehold Mortgagee failed to timely exercise its cure rights for a Default, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each shall promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that is thirty (30) days after Leasehold Mortgagee receives Landlord’s Lease Termination Notice (such thirty (30) day period, the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New LeaseLease Option Period") of the Premises with such ), Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent require Landlord to enter into a New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has, subject to Unavoidable Delays, (a) in the Landlord for a period New Lease committed to cure all Monetary Defaults within thirty (30) days of 60 days from its receipt commencement of the notice referred New Lease, and to cure all Nonmonetary Defaults (except Tenant-Specific Defaults) within forty-five (45) days of commencement of the New Lease, except, in the first sentence case of this Section 18.2.18 any such Nonmonetary Default that cannot with due diligence be cured within forty-five (45) days, New Tenant shall have commenced such cure and committed in the New Lease to diligently prosecute such cure to completion within a reasonable time under the circumstances; and (iib) if reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, recover the Senior Leasehold Mortgagee does not exercise its right to Premises, and enter into the New Lease during this 60-day period; the Lease. If Leasehold Mortgagee whose lien upon the Premises is superior exercises its option to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent require Landlord to enter into a New Lease to with New Tenant, New Tenant shall execute the Landlord during the remainder New Lease within thirty (30) days after expiration of the period(s) specified below; New Lease Option Period or the option shall be deemed to be waived and provided further, however,of no further effect.

New Lease. In the event of the termination of If this Lease as or a result of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejectionSublease, as the case may be, at terminates for any reason, including, without limitation, because of the RentLessee’s or a Sublessee’s uncured Event of Default (as defined in Section 17.1) or because it is rejected or disaffirmed under bankruptcy law or any other law affecting creditors’ rights, then, so long as a Mortgagee has cured any monetary Event of Default and is making commercially reasonable efforts to cure any non- monetary Event of Default, the Lessor will, immediately upon written request from the Mortgagee received within Ninety (90) days after the termination, rejection, or disaffirmance, without demanding additional consideration therefor, enter into a new Lease or a new Sublease as the case may be in favor of the Mortgagee, which new Lease or new Sublease shall: (A) contain the same covenants, agreements, terms, provisions and limitations as this Lease or the Sublease, as the case may be (except for any requirements that have been fulfilled by the Lessee or a Sublessee prior to the termination, rejection, or disaffirmance); (B) be for a term commencing on the date of the termination, rejection, or disaffirmance and continuing for the remaining Term or the term of the Sublease, as the case may be, before giving effect to the termination, rejection, or disaffirmance; (C) contain a lease or sublease as the case may be on, over, under, upon along and across the Property or such portion thereof as to which the Mortgagee held a lien on the date of the termination, rejection, or disaffirmance; (D) contain a grant to the Mortgagee of access, transmission, communications, utility, and upon other easements covering such portion or portions of the termsProperty as the Mortgagee may reasonably designate; and (E) enjoy the same priority as this Lease or a Sublease, covenants as the case may be, has over any lien, encumbrance or other interest created by the Lessor, and, until such time as the new Lease or Sublease as the case may be is executed and conditions (including all transfer rightsdelivered, but excluding requirements which are not applicable the Mortgagee may enter, use and enjoy the Easements and the Property and conduct operations on the Property as if this Lease or which have already been fulfilled) the Sublease, as the case may be, were still in effect At the option of the Mortgagee, the new Lease or Sublease, as the case may be, may be executed by a designee of the Mortgagee, with the Mortgagee assuming the burdens and obligations of the Lessee or a Sublessee thereunder. If more than one Mortgagee makes a written request for a new Lease or Sublease, as the case may be, under this Lease; providedSection, however, that (i) then the Leasehold new Lease or Sublease shall be delivered to the Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to senior in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,priority.

New Lease. In If Tenant has mortgaged its interest in this Lease in accordance with its terms, for so long as any such Mortgage is outstanding and of record, prior to the event exercise of Landlord’s Termination Rights, provided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, Mortgagee shall have the option to obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05, which New Lease shall become effective upon the termination of this Lease. Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the option to obtain a New Lease as a result of Tenant's default at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to the expiration Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the termPremises with the Mortgagee or any designee of the Mortgagee (such Mortgagee or such designee, or in the event “New Tenant”). The New Lease shall be effective commencing from the date of a rejection by Landlord or Tenant termination of this Lease under Chapter 11 and continuing for the remainder of the Bankruptcy CodeTerm and upon all of the same agreements, Landlord shallterms, in addition to providing the notices covenants and conditions of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that . Upon the Lease has been terminated or that Landlord has filed execution of a request with the Bankruptcy Court seeking to reject the New Lease, together with a statement of the New Tenant shall pay any and all sums which would at that the time of the execution of the New Lease be due under this Lease but for such its termination and New Tenant shall commence to remedy any non-monetary Events of Default from this Lease (that remains uncured in the New Lease) and that are of a nature or rejection, type that are capable of being cured by a party other than Tenant and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold New Tenant (or Mortgagee, or its designeeon New Tenant’s behalf) shall pay all costs and expenses, including, without limitation, reasonable counsel fees, court costs and disbursements incurred by Landlord agrees to enter into a new lease ("New Lease") in connection with the Events of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term Default and termination of this Lease, effective the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the date Premises in connection with the giving of termination or rejectionany such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, as any such New Lease and the case may beleasehold estate thereby created, at subject to the Rent, and upon the terms, covenants and same conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of contained in this Lease; provided, however, that (i) shall continue to maintain the Leasehold Mortgagee whose lien upon the Premises is superior same priority as this Lease with regard to the lien of any Mortgage or any other Leasehold Mortgage (lien, charge or encumbrance whether or not the "Senior Leasehold same shall then be in existence. If there is more than one Mortgagee") , Landlord shall have the right to give notice of its intent to enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05. Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord for no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a period of 60 days from its receipt of New Lease in accordance with the notice referred to in the first sentence provisions of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,10.05.

New Lease. In the event of the termination of this Lease as a result of Tenant's default prior Within thirty (30) days after Xxxxxxxx’s written request, Tenant shall enter into (i) an amendment to the expiration of Lease (the term, or in “ Expansion Space Amendment”) to exclude the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of Expansion Space from the Bankruptcy Code, Landlord shall, in addition to providing the notices of default Premises and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into (ii) a new lease ("New the “Expansion Space Lease"”) for the Expansion Space. The Expansion Space Lease shall contain all of the Premises same terms and conditions contained in the Lease, with such Leasehold Mortgagee or its designee for the remainder result being that Xxxxxxxx’s and Tenant’s rights and obligations with respect to the Expansion Space will be unchanged following the execution of the term of this Expansion Space Amendment and Expansion Space Lease. Specifically, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt term of the notice referred to in Expansion Space Lease shall end concurrently with the first sentence term of this Section 18.2.18 and the Lease, (ii) if Tenant will not be allowed to place or install exterior signage on the Senior Leasehold Mortgagee does 4400 Xxxxxxxx Building, (iii) Landlord will not exercise its right be required to enter pay to Tenant any tenant improvemen t allowance or inducement with respect to the Expansion Space, (iv) the Additional Security Deposit shall constitute Tenant’s security deposit under the Expansion Space Lease, (v) a default by Tenant under the Lease or the 4500 Xxxxxxxx Lease shall constitute a default by Tenant under the Expansion Space Lease, (vi) the monthly Base Rent for the Expansion Space shall be calculated pursuant to Section 26.3 of the Lease, with the aggregate monthly Base Rent payable by Tenant under the Lease (after execution of the Expansion Space Amendment) and the Expansion Space Lease to be an amount not less than monthly Base Rent payable by Tenant under the Lease prior to the execution of the Expansion Space Amendment and the Expansion Space and (vii) for purposes of determining Tenant’s obligations to surrender the Expansion Space to Landlord in the condition in which it was received upon the expiration or earlier termination of the Expansion Space Lease, the date on which Tenant is to have received possession o f the Expansion Space shall be deemed to be the date on which Xxxxxx received possession of the Expansion Space under the Lease (as amended by this Agreement) as opposed to the date on which Xxxxxx enters into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,Expansion Space Lease.

New Lease. In the event If this Lease is terminated by reason of the termination occurrence of this Lease an Event of Default or as a result of Tenant's default prior to the expiration of the term, or in the event of ’s becoming a rejection by Landlord or Tenant of this Lease debtor under Chapter 11 of the Bankruptcy Code, Landlord shallshall give notice thereof to the Leasehold Mortgagee (if it is a Recognized Mortgagee), which notice shall be sent by personal delivery or by registered or certified mail to such Leasehold Mortgagee at the address last furnished by such Leasehold Mortgagee to Landlord. If, within thirty (30) days after receipt of such notice, such Leasehold Mortgagee shall pay, or arrange to the reasonable satisfaction of Landlord for the payment of, a sum of money equal to all Annual Net Rent and all Additional Rent due and payable by Tenant under this Lease immediately prior to the date of such termination, in addition to providing all expenses, costs and fees, including reasonable counsel fees, incurred by Landlord in terminating this Lease and in acquiring possession of the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the LeaseLeased Premises, together with a statement sum of all sums which money equal to the amount which, but for such termination, would at that time be have become due and payable under this Lease but for from such termination or rejectiondate up to and including a period of sixty (60) days after the date of the mailing of such notice (which total amount shall be specified by Landlord in the aforesaid written notice delivered by Landlord to such Leasehold Mortgagee), and of all other defaultsLandlord shall, if any, then known to Landlord. Upon any upon the written request of such Leasehold Mortgagee made any time within the first thirty (30) days of such sixty (60) day period, join with the Leasehold Mortgagee, or its designeenominee, Landlord agrees to enter into in executing and delivering within the last thirty (30) days of such sixty (60) day period a new lease ("New Lease") of the Leased Premises with to such Leasehold Mortgagee Mortgagee, or its designee nominee, for the remainder of the term of Term, and with priority equal to this Lease, effective as of including priority over any Mortgage encumbering Landlord’s fee simple interest in and to the date of termination or rejection, as the case may beLeased Premises, at the Rent, Annual Net Rent and Additional Rent and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of contained in this Lease; provided, howeverincluding such additional terms, that (i) covenants and conditions as Landlord shall deem necessary to secure the Leasehold Mortgagee whose lien upon timely discharge of all liabilities and the Premises is superior timely performance of all obligations of the immediately preceding Tenant which shall have accrued as well as those which shall have originated prior to the lien execution and delivery of any other Leasehold Mortgage (the "Senior such new lease. The Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its ’s right to enter into such new Lease shall be subject to the New Lease during this 60-day period; the condition that such Leasehold Mortgagee whose lien upon shall have paid to Landlord, without duplication, a sum of money equal to all Annual Net Rent. All Additional Rent and all other amounts which, but for such termination, would have become due and payable under this Lease up to and including the Premises is superior date of the commencement of the term of such new lease, together with all expenses, including reasonable attorney’s fees, incident to the lien preparation, execution, delivery and recording of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,such new lease.