Common use of Permitted Encumbrances Clause in Contracts

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 below.

Permitted Encumbrances. “Permitted Encumbrances” shall mean: (i) immaterial defects in title that are of the nature customarily accepted by prudent purchasers of oil and gas properties, that do not adversely impair the use, operation or value of any portion of the Properties and that do not reduce any Seller’s net revenue interest set forth on Exhibit B or increase any Seller’s working interest above that amount set forth on Exhibit B; (ii) Liens for labor, services, materials or supplies furnished to the Properties which are not delinquent and which will be paid or discharged in the ordinary course of business; (iii) Liens for taxes or assessments not yet due and not delinquent; (iv) Lessor’s royalties, overriding royalties, division orders and similar burdens if the net cumulative effect of such burdens does not operate to reduce the net revenue interest from that set forth on Exhibit A or increase any Seller’s working interest above that amount set forth on Exhibit B; (v) unitization and pooling declarations and agreements and any operating agreements, insofar as such contracts and agreements do not operate to increase the working interest or decrease the net revenue interest of any Seller from that stipulated on Exhibit B attached hereto; (vi) preferential rights to purchase and required third party consents to assignments and similar agreements with respect to which, prior to Closing, (A) waivers or consents are obtained from the appropriate parties as further described in Section 8.3.1 Subject 7.3(e), or (B) the appropriate time period for asserting such rights has expired without an exercise of such rights; (vii) all rights to Section 7.3.2 hereofconsent by, Tenant shallrequired notices to, at its own cost filings with, or other actions by Governmental Entities in connection with the sale or conveyance of oil and expense, fully observe, perform and comply with all Permitted Encumbrances as gas leases or interests therein if the same apply are customarily obtained subsequent to such sale or conveyance; (viii) rights reserved to or bind Lessor vested in any Governmental Entity to control or regulate any of the Leased Properties. Subject to Section 7.3.2 hereofProperties in any manner, Tenant shall not causeand all applicable laws, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination rules and orders of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, Governmental Entity; (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (bix) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period Title Defects as may be expressly authorized by an order of a court of competent jurisdiction), Buyer shall have waived; and (cx) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or Liens released at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowClosing.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its ------------- own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit ------------- its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 ------------ or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of ------------- Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this ------------- Section 8.3.1 also results in a breach or default of an obligation under a ------------- Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure ------------- shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the -------- ------- occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or ----------- impair Lessor’s 's indemnification rights under Section 24.1 below.. ------------

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its ------------- own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit ------------- its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 ------------ or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of ------------- Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this ------------- Section 8.3.1 also results in a breach or default of an obligation under a ------------- Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure ------------- shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, -------- ------- notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s 's indemnification ----------- rights under Section 24.1 below.. ------------

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of Xxxxxx acknowledges that the Leased PropertiesPremises will be subject to prior liens at the time title is transferred to the Lessor. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (Regardless of whether or not Lessor is permitted hereunder) by Arkansas law to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of place a lien on the Leased Properties. Notwithstanding anything Premises, the Lessor agrees that it is contractually prohibited from placing any lien or attempting to place any lien on the contrary contained Leased Premises without the express written consent of Lessee which consent may be withheld in Section 16.1 or elsewhere in this Lease but subject the sole discretion of Lessee, and any attempt by Lessor to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of impose a lien that is not consistent with this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach 6.05 or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default Arkansas law is not cured by Tenant on or void. Lessor acknowledges that prior to the expiration date of this Lease Agreement, Lessee, as tenant, entered into a lease of the cure periodReal Property with Xxxxxxx Foods, if any, applicable to such breach or default by Inc. (the terms of “Existing Lease”) which is identified on Exhibit D attached hereto. Lessor and Lessee agree that the instrument creating such Permitted Encumbrance (or such longer cure period Existing Lease shall be recognized and treated as a sublease during the Term. Lessor and Xxxxxx acknowledge that the Existing Lease may be expressly authorized by an order of a court of competent jurisdiction)amended pursuant to its terms, and (c) on account of such Permitted Encumbrance breach or defaultincluding, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees thatbut not limited to, in the event that Xxxxxxx Foods, Inc. elects to transfer a portion of the Leased Premises to an affiliate in order to expand operations. Lessor receives any written notice further acknowledges that Lessee may sublease additional tracts within the Leased Premises pursuant to Section 16.01 of default from this Lease Agreement (each, a party to a Permitted Encumbrance“Future Sublease”). Xxxxxx agrees for the benefit of the lessee under the Existing Lease and each sublessee under Future Subleases that if this Lease Agreement is terminated, or Lessor comes into possession of the Leased Premises without termination, then in either such event Lessor shall promptly forward a copy thereof recognize the Existing Lease and the Future Subleases and the rights of the lessee and sublessees thereunder provided that such lessee and sublessees attorn to TenantLessor. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding Notwithstanding the foregoing, even Lessor will not be (i) liable for any act or omission of Lessee, (ii) subject to any offsets or counterclaims that any such lessee or sublessee may have against Lessee, (iii) bound by any notices given to Lessee of which Lessor did not also receive notice, or (iv) obligated to commence or complete any construction or installation of any improvements or to make any contribution towards any construction or installation of any improvements relating to the Existing Lease or any Future Sublease. The liability of Lessor under the Existing Lease or any Future Sublease will continue only so long as Lessor is the owner of the property subject to the Existing Lease or any Future Sublease and such liability will not continue or survive with respect to claims accruing after the occurrence further transfer of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowinterest.

Permitted Encumbrances. Section 8.3.1 Subject “Permitted Encumbrances” means: (i) Burdens (payable or in suspense) if the net cumulative effect of such Burdens does not operate to Section 7.3.2 hereofreduce the NRI of Seller in any C/N Tract below the NRI shown on Exhibit A for such C/N Tract; (ii) all rights to consent by, Tenant shallrequired notices to, at its own cost filings with, or other actions by any national, state or local government or any subdivision, agency, court, commission, department, board, bureau, regulatory authority or other division or instrumentality thereof (a “Governmental Entity”) in connection with the sale or conveyance of oil and expense, fully observe, perform and comply with gas leases or interests therein that are customarily obtained subsequent to the sale or conveyance; (iii) all Permitted Encumbrances as the same apply rights of any Governmental Entity to control or bind Lessor or regulate any of the Leased Properties. Subject Assets in any manner; (iv) rights of reassignment upon the surrender or expiration of any Lease; (v) liens or security interests created under joint operating agreements or by operation of Law in respect of obligations that are not yet due; (vi) liens for Taxes or assessments not yet due; (vii) any mortgage or deed of trust granted by the lessor or affecting only the lessor’s interest in a Lease, unless (1) such mortgage or deed of trust predates the applicable Lease, (2) has not been subordinated to Section 7.3.2 hereofsuch Lease, Tenant shall not causeand (3) an event of default thereunder by the lessor has occurred and is continuing; (viii) any lien, security interest, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires encumbrance affecting the Assets that is discharged at or assigns prior to Closing; (whether ix) all Title Defects that Buyer has waived or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be is deemed to have occurred under this Lease on account waived; and (x) the Leases, Contracts, Surface Agreements, and all other liens, encumbrances, agreements, instruments, obligations, defects, and irregularities affecting the Assets that (in each case) do not individually or in the aggregate (1) materially impair the use, ownership or operation of Tenant’s breach of this Section 8.3.1, when, but only ifthe Assets (as currently owned and operated), (a2) Tenant’s breach reduce the NRI of this Section 8.3.1 also results Seller in a breach or default of an obligation under a Permitted Encumbrance, (b) any C/N Tract below the NRI for such Permitted Encumbrance breach or default is not cured by Tenant C/N Tract as set forth on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interestExhibit A, or a covenant, condition, restriction, license or other beneficial right, created under (3) reduce the Net Acres of Seller in any C/N Tract below the Net Acres for such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees thatC/N Tract as set forth on Exhibit A, in the event Lessor receives any written notice case of default from a party subsections (2) and (3), insofar and only insofar as to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowC/N Formations.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased PropertiesProperty. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased PropertiesProperty. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such the Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s 's indemnification rights under Section 24.1 below.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereofthe terms of this Financing Agreement, Tenant shallthe Bond Purchase Agreement, at its own cost the Indenture, the Security Documents and expensethe Arkose Mining Venture Agreement, fully observethe Collateral and the Mortgaged Property (other than the Arkose Mining Venture property set forth in EXHIBIT A of the Mortgage) securing the Bond shall be the sole and exclusive property of, perform and comply with all title thereto shall continue to be vested in, the Borrower. Permitted Encumbrances as the same apply shall include: (a) any security interest granted to or bind Lessor held by Jxxxxxx County, Wyoming (the “Issuer”), UMB BANK, n.a. (the “Trustee”) or the State of Wyoming acting by and through the Wyoming state Treasurer (the “Purchaser”) under the Loan Documents; (b) any other encumbrance in favor of the Issuer, the Trustee or the Purchaser; (c) any encumbrance which is approved in writing by the Purchaser; (d) any encumbrance created under the agreement entitled the “Processing Agreement for Uranium Concentrates,” dated November 28, 2011, entered into between the Borrower and a third party for the processing of uranium resins produced by the Borrower, which contains an obligation of the Borrower which might exceed $200,000 or more per period of 12 months if the Borrower does not tender for processing a specified minimum quantity of resins to Power Resources in any of the Leased Properties. Subject calendar years 2013, 2014 and 2015; (e) any operating lease of personal property entered into in the ordinary course of business and having a term (including renewals) of greater than one year that is deemed to Section 7.3.2 hereofbe an encumbrance under applicable law; (f) any security interest in cash or cash equivalent on deposit with any person or entity as collateral for reclamation obligations pertaining to the Properties identified in the Mortgage; (g) any encumbrance for purchase money mortgages and other security interests on equipment acquired, Tenant shall not causeleased or held by Borrower (including equipment held by Borrower as lessee under leveraged leases) in the ordinary course of business to secure the purchase price of or rental payments with respect to the equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition (including acquisition as lessee under leveraged leases), construction or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination improvement of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything equipment, as long as the property secured by that encumbrance is limited to the contrary contained relevant equipment; (h) encumbrances of a collecting bank arising in the ordinary course of business under Section 16.1 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction; (i) any encumbrance arising by operation of law in the ordinary course of business in good faith including (1) wxxxxxx’x, contractor’s, subscontractor’s, mechanic’s, materialman’s, supplier’s, solicitor’s or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only ifother similar statutory liens, (a2) Tenant’s breach liens in favor of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbranceany government agency, (b3) such Permitted Encumbrance breach liens for taxes, assessments and governmental charges or default levies not yet due and payable, (4) the terms and conditions of mineral leases under which Borrower is not cured by Tenant on or prior to a lessee, and liens affecting the expiration interests of any third party lessor as the property owner under the relevant lease, (5) the terms and conditions of the cure periodLeases, if anyand (6) liens of pledges or deposits under workers’ compensation laws or similar legislation, applicable unemployment insurance or other types of social security or to such breach secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return of money bonds and similar obligations; (j) any zoning or default similar law or right reserved to or vested in any government agency to control or regulate the use of any real property; (k) registered restrictions, covenants, land use contracts, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favor of any government agency, easements, rights-of-ways, servitudes or other similar rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by third parties; and (l) any right reserved to or vested in any government agency, by the terms of the instrument creating such Permitted Encumbrance any permit, license, certificate, order, grant, classification (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdictionincluding any zoning laws and ordinances and similar legal requirements), and (c) on account of such Permitted Encumbrance breach registration or defaultother consent, a real property interestapproval or authorization acquired from any government agency, to terminate any permit, license, certificate, order, grant, classification, registration or other consent, approval, or a covenant, condition, restriction, license authorization or to require annual or other beneficial payments as a condition to the continuance of that right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 below.#2 - Financing Agreement E-1

Permitted Encumbrances. (c) any Lien on any asset of the Company or any Subsidiary existing on the Effective Date and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.3.1 Subject to Section 7.3.2 hereof6.01 and (B) proceeds and products thereof and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions, Tenant shallrenewals, at its own cost replacements and expense, fully observe, perform and comply with all Permitted Encumbrances refinancings thereof so long as the same apply principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) as Refinancing Indebtedness in respect thereof; (d) any Lien existing on any asset prior to or bind Lessor the acquisition thereof by the Company or any Subsidiary or existing on any asset of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall any Person that becomes a Subsidiary (or of any Person not cause, previously a Subsidiary that is merged or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires consolidated with or assigns (whether or not into a Subsidiary in a transaction permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of after the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or Effective Date prior to the expiration time such Person becomes a Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of the cure period, if any, applicable to or in connection with such breach acquisition or default by the terms of the instrument creating such Permitted Encumbrance Person becoming a Subsidiary (or such longer cure period as may merger or consolidation), (ii) such Lien shall not apply to any other asset of the Company or any Subsidiary (other than (A) the proceeds or products of such assets, (B) after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be expressly authorized by an order of a court of competent jurisdiction)permitted to apply to any property to which such requirement would not have applied but for such acquisition, and (cC) in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting such acquisition) and (iii) such Lien shall secure only those obligations that it secures on account the date of such Permitted Encumbrance breach acquisition or defaultthe date such Person becomes a Subsidiary (or is so merged or consolidated) and extensions, a real property interestrenewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees thatreplaced or, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure case of any such Event obligations constituting Indebtedness, that are permitted under Section 6.01(g) as Refinancing Indebtedness in respect thereof; (e) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of Defaulta Finance Lease Obligation incurred) by the Company or any Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such acquisition, providedconstruction or improvement and permitted by clause (f)(i) of Section 6.01 or any Refinancing Indebtedness in respect thereof permitted by clause (f)(ii) of Section 6.01, howeverand (ii) such Liens shall not apply to any other assets (except for replacements, thatadditions and accessions to such assets) of the Company or any Subsidiary, notwithstanding other than the foregoing, even after the occurrence proceeds and products of such an Event fixed or capital assets; provided that individual financings of Default equipment provided by Tenant and/or Lessor’s cure thereofone lender may be cross collateralized to other financings of equipment provided by such lender; (f) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs customary rights and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing restrictions contained in this Section 8.3 shall limit agreements relating to such sale or impair Lessor’s indemnification rights under Section 24.1 below.transfer pending the completion thereof; 106

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s 's indemnification rights under Section 24.1 below.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereofthe terms of the Financing Agreement, Tenant shallthe Bond Purchase Agreement, at its own cost the Indenture, the Security Documents and expensethe Arkose Mining Venture Agreement, fully observethe Collateral and the Mortgaged Property (other than the Arkose Mining Venture property set forth in EXHIBIT A of this Mortgage) securing the Bond shall be the sole and exclusive property of, perform and comply with all title thereto shall continue to be vested in, the Mortgagor. Permitted Encumbrances as the same apply shall include: (a) any security interest granted to or bind Lessor held by Xxxxxxx County, Wyoming (the “Issuer”), UMB BANK, n.a. (the “Trustee”) or the State of Wyoming acting by and through the Wyoming state Treasurer (the “Purchaser”) under the Loan Documents; (b) any other encumbrance in favor of the Issuer, the Trustee or the Purchaser; (c) any encumbrance which is approved in writing by the Purchaser; (d) any encumbrance created under the agreement entitled the “Processing Agreement for Uranium Concentrates,” dated November 28, 2011, entered into between the Borrower and a third party for the processing of uranium resins produced by the Borrower, which contains an obligation of the Borrower which might exceed $200,000 or more per period of 12 months if the Borrower does not tender for processing a specified minimum quantity of resins to Power Resources in any of the Leased Properties. Subject calendar years 2013, 2014 and 2015; (e) any operating lease of personal property entered into in the ordinary course of business and having a term (including renewals) of greater than one year that is deemed to Section 7.3.2 hereofbe an encumbrance under applicable law; (f) any security interest in cash or cash equivalent on deposit with any person or entity as collateral for reclamation obligations pertaining to the Properties identified in the Mortgage; (g) any encumbrance for purchase money mortgages and other security interests on equipment acquired, Tenant shall not causeleased or held by Borrower (including equipment held by Borrower as lessee under leveraged leases) in the ordinary course of business to secure the purchase price of or rental payments with respect to the equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition (including acquisition as lessee under leveraged leases), construction or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination improvement of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything equipment, as long as the property secured by that encumbrance is limited to the contrary contained relevant equipment; (h) encumbrances of a collecting bank arising in the ordinary course of business under Section 16.1 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction; (i) any encumbrance arising by operation of law in the ordinary course of business in good faith including (1) xxxxxxx’x, contractor’s, subscontractor’s, mechanic’s, materialman’s, supplier’s, solicitor’s or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only ifother similar statutory liens, (a2) Tenant’s breach liens in favor of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbranceany government agency, (b3) such Permitted Encumbrance breach liens for taxes, assessments and governmental charges or default levies not yet due and payable, (4) the terms and conditions of mineral leases under which Borrower is not cured by Tenant on or prior to a lessee, and liens affecting the expiration interests of any third party lessor as the property owner under the relevant lease, (5) the terms and conditions of the cure periodLeases, if anyand (6) liens of pledges or deposits under workers’ compensation laws or similar legislation, applicable unemployment insurance or other types of social security or to such breach secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return of money bonds and similar obligations; (j) any zoning or default similar law or right reserved to or vested in any government agency to control or regulate the use of any real property; (k) registered restrictions, covenants, land use contracts, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favor of any government agency, easements, rights-of-ways, servitudes or other similar rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by third parties; and (l) any right reserved to or vested in any government agency, by the terms of the instrument creating such Permitted Encumbrance any permit, license, certificate, order, grant, classification (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdictionincluding any zoning laws and ordinances and similar legal requirements), and (c) on account of such Permitted Encumbrance breach registration or defaultother consent, a real property interestapproval or authorization acquired from any government agency, to terminate any permit, license, certificate, order, grant, classification, registration or other consent, approval, or a covenant, condition, restriction, license authorization or to require annual or other beneficial payments as a condition to the continuance of that right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 below.#6 - Mortgage D-1

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its ------------- own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit ------------- its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 ------------ or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of ------------- Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this ------------- Section 8.3.1 also results in a breach or default of an obligation under a ------------- Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be ------------- deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, -------- ------- notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s 's indemnification rights under Section 24.1 below.. ------------

Permitted Encumbrances. Section 8.3.1 Subject To the extent that Purchaser has not received the Title Commitment and/or survey or to Section 7.3.2 hereofthe extent issues are marked "open" on Schedule 4.4 for each parcel of Owned Real Property as of the date of this Agreement, Tenant shalltitle to each parcel of such Owned Real Property will be good and marketable, at its own cost free and expenseclear of any security interest, fully observemortgage, perform pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except (i) liens for current taxes not yet due and comply payable; and (ii) those encumbrances, rights of way, easements or adverse claims (collectively, the "Restrictions") of a type and kind consistent with all the Permitted Encumbrances described on Schedule 4.4 as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination date of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default Agreement which Restrictions shall be deemed added to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant Schedule 4.4 on or prior to the expiration of the cure periodClosing Date; provided, if anyhowever, applicable should Purchaser and Seller be unable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may agree whether a Restriction shall be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor then such Restriction shall promptly forward be deemed a copy thereof to TenantPermitted Encumbrance and Seller shall indemnify and hold a Purchaser Indemnified Party (as hereinafter defined) harmless from, against and in respect of any and all loss, liability, and expense (including without limitation, reasonable expenses and attorney's fees) suffered or incurred by a Purchaser Indemnified Party by reason of such Restriction (the "Section 6.12 Losses"). Tenant agrees thatNotwithstanding the foregoing, if Lessor, at its option, elects to cure an Event of Default by Tenant Seller shall have no liability under this Section 8.3.1, 6.12 to indemnify a Purchaser Indemnified Party for any Section 6.12 Losses related to an Acquired Facility until the aggregate costs for such cure shall not excuse Tenant from, or be deemed a cure of, Section 6.12 Losses related to such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowAcquired Facility exceed $5,000.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its ------------- own cost and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit ------------- its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 ------------ or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of ------------- Default shall be deemed to have occurred under this Lease on account of Tenant’s 's breach of this Section 8.3.1, when, but only if, (a) Tenant’s 's breach of this ------------- Section 8.3.1 also results in a breach or default of an obligation under a ------------- Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be ------------- deemed a cure of, such Event of Default, nor shall Tenant’s 's reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, -------- ------- notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s 's cure thereof, Lessor agrees to accept Tenant’s 's cure thereof, or reimbursement of Lessor’s 's costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s 's indemnification ----------- rights under Section 24.1 below.. ------------

Permitted Encumbrances. (c) any Lien on any asset of the Company or any Subsidiary existing on the Effective Date and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.3.1 Subject to Section 7.3.2 hereof6.01 and (B) proceeds and products thereof and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions, Tenant shallrenewals, at its own cost replacements and expense, fully observe, perform and comply with all Permitted Encumbrances refinancings thereof so long as the same apply principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) as Refinancing Indebtedness in respect thereof; (d) any Lien existing on any asset prior to or bind Lessor the acquisition thereof by the Company or any Subsidiary or existing on any asset of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall any Person that becomes a Subsidiary (or of any Person not cause, previously a Subsidiary that is merged or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires consolidated with or assigns (whether or not into a Subsidiary in a transaction permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of after the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or Effective Date prior to the expiration time such Person becomes a Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of the cure period, if any, applicable to or in connection with such breach acquisition or default by the terms of the instrument creating such Permitted Encumbrance Person becoming a Subsidiary (or such longer cure period as may merger or consolidation), (ii) such Lien shall not apply to any other asset of the Company or any Subsidiary (other than (A) the proceeds or products of such assets, (B) after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be expressly authorized by an order of a court of competent jurisdiction)permitted to apply to any property to which such requirement would not have applied but for such acquisition, and (cC) in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting such acquisition) and (iii) such Lien shall secure only those obligations that it secures on account the date of such Permitted Encumbrance breach acquisition or defaultthe date such Person becomes a Subsidiary (or is so merged or consolidated) and extensions, a real property interestrenewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees thatreplaced or, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure case of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the conditionobligations constituting Indebtedness, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights are permitted under Section 24.1 below.6.01(g) as Refinancing Indebtedness in respect thereof; 95

Permitted Encumbrances. Buyer has obtained from Chicago Title Insurance Company a commitment, dated June 12, 1997, Commitment No. 4597-40012 (the "Title Commitment"), to issue an owner's policy of title insurance at Closing with respect to the fee interest in the Mall, subject to no exceptions except as shown in Schedule B-Section 8.3.1 Subject 2 to Section 7.3.2 hereof, Tenant shall, at its own cost and expense, fully observe, perform and comply with all Permitted Encumbrances the Title Commitment (such exceptions are hereinafter referred to collectively as the same apply to or bind Lessor or any "Permitted Encumbrances"). A copy of Schedule B-Section 2 of the Leased Properties. Subject Title Commitment is attached to Section 7.3.2 hereofthis Agreement as Exhibit H. If, Tenant as of the Closing Date, the Owner Partnership shall not causeown the fee interest in the Mall free and clear of all Liens except the Permitted Encumbrances, or permit Buyer shall have the option, as its respective agentssole remedy, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, either (a) Tenant’s breach terminating this Agreement, in which event the Escrow Agent shall return the Initial Deposit and the Closing Deposit, together with interest thereon, if any, to Buyer, and Sellers shall reimburse Buyer for Buyer's net cost of title examination, whereupon neither party shall have any further rights or obligations under this Section 8.3.1 also results in a breach Agreement, or default of an obligation under a Permitted Encumbrance, (b) accepting such Permitted Encumbrance breach title as the Owner Partnership shall then have, without any reduction of the Purchase Price or default any credit or allowance against the same; provided, that Buyer shall not have the option to terminate this Agreement with respect to any encumbrance which is of record as of the date of the Title Commitment and which is not cured shown on Schedule B-Section 2 of the Title Commitment (except for any encumbrance arising out of or in connection with the litigation filed by Tenant Harbor City Contractors, Inc. against the Owner Partnership, filed on January 23, 1996. From and after the date of this Agreement, Buyer agrees to, and shall cause Manager to, provide Sellers with prompt written notice of any matter of which Buyer or Manager becomes aware which constitutes an encumbrance or other interest giving rise to Buyer's option to terminate this Agreement under this Section 7.14. If on or prior to the expiration Closing Date Buyer provides Sellers with written notice of an encumbrance or other interest giving rise to Buyer's option to terminate this Agreement under this Section 7.14, Sellers shall have the option, but shall not have any obligation, to extend the Closing Date to the earlier of (x) 45 days after the Closing Date or (y) the date as of which Buyer's loan commitment from its mortgage lender expires, as the same may be extended without cost to Buyer and without any rise in the interest rate, which extension Buyer agrees to seek diligently to obtain at Sellers' request, in either case to provide Sellers with the opportunity to cure periodany such defect. The term "net cost of title examination" shall mean the expense actually incurred by Buyer for (i) the amount, if any, applicable to such breach or default charged by Chicago Title Insurance Company for the terms examination of title without the issuance of a policy and (ii) updating the survey of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowMall.

Permitted Encumbrances. Section 8.3.1 Subject To the extent that Purchaser has not received the Title Commitment and/or survey or to Section 7.3.2 hereofthe extent issues are marked "open" on Schedule 4.4 for each parcel of Owned Real Property as of the date of this Agreement, Tenant shalltitle to each parcel of such Owned Real Property will be good and marketable, at its own cost free and expenseclear of any security interest, fully observemortgage, perform pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except (i) liens for current taxes not yet due and comply payable; and (ii) those encumbrances, rights of way, easements or adverse claims (collectively, the "Restrictions") of a type and kind consistent with all the Permitted Encumbrances described on Schedule 4.4 as the same apply to or bind Lessor or any of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunder) to cause, whether by act or omission, any breach of, default under or termination date of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default Agreement which Restrictions shall be deemed added to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant Schedule 4.4 on or prior to the expiration of the cure periodClosing Date; PROVIDED, if anyHOWEVER, applicable should Purchaser and Seller be unable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may agree whether a Restriction shall be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, in the event Lessor receives any written notice of default from a party to a Permitted Encumbrance, Lessor then such Restriction shall promptly forward be deemed a copy thereof to TenantPermitted Encumbrance and Seller shall indemnify and hold a Purchaser Indemnified Party (as hereinafter defined) harmless from, against and in respect of any and all loss, liability, and expense (including without limitation, reasonable expenses and attorney's fees) suffered or incurred by a Purchaser Indemnified Party by reason of such Restriction (the "Section 6.12 Losses"). Tenant agrees thatNotwithstanding the foregoing, if Lessor, at its option, elects to cure an Event of Default by Tenant Seller shall have no liability under this Section 8.3.1, 6.12 to indemnify a Purchaser Indemnified Party for any Section 6.12 Losses related to an Acquired Facility until the aggregate costs for such cure shall not excuse Tenant from, or be deemed a cure of, Section 6.12 Losses related to such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 belowAcquired Facility exceed $5,000.

Permitted Encumbrances. Section 8.3.1 Subject to Section 7.3.2 hereof, Tenant shall, at its own cost Permitted Encumbrances" means the following and expense, fully observe, perform and comply with all Permitted Encumbrances as the same apply to or bind Lessor or any future modifications of any of the following which Landlord may execute or to which Landlord may give consent pursuant to subparagraph 10(b): (i) the encumbrances and other matters affecting the Leased Properties. Subject to Section 7.3.2 Property that are set forth in Exhibit B attached hereto and made a part hereof, Tenant shall not cause, or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns (whether or not permitted hereunderii) to cause, whether by act or omission, any breach of, default the obligations imposed upon the buyer under or termination of any Permitted Encumbrance applicable to or binding upon Lessor or any of the Leased Properties. Notwithstanding anything to the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, an Event of Default shall be deemed to have occurred under this Lease on account of Tenant’s breach of this Section 8.3.1, when, but only if, (a) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior to the expiration of the cure periodContract, if any, applicable that survived the closing thereunder, (iii) any easement agreement or other document affecting title to the Leased Property that Landlord may execute, accept an assignment of or give its consent to pursuant to the Contract or pursuant to a document executed in accordance with the Contract or at the request of or with the consent of Tenant (including any such breach easement agreement or default other document executed by the terms of the instrument creating such Permitted Encumbrance (Landlord or such longer cure period as to which Landlord may be expressly authorized by an order of a court of competent jurisdictiongive consent pursuant to subparagraph 10(b)), (iv) Development Contracts, if any, in addition to those included in the preceding clauses, (v) any Liens securing the payment of Impositions which are not delinquent or claimed to be delinquent or which are being contested in accordance with subparagraph 9(p) of this Lease; (vi) the Assessment District Lien (as defined in the Contract); (vii) mechanics' and materialmen's liens for amounts not past due or claimed to be past due or which are being contested in accordance with subparagraph 9(o) of this Lease; and (cviii) on account of such Permitted Encumbrance breach or defaulteasements, a real property interestrights-of- way, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance restrictions and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees thatsimilar encumbrances which, in the event Lessor receives aggregate, do not significantly interfere with the occupation, use or enjoyment of or ability to develop the Real Property in accordance with and for uses permitted by Applicable Laws or impose any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor of any costs and expenses incurred by Lessor in effecting any such cure be deemed a cure of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and significant monetary obligations on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects Landlord or otherwise materially and adversely decrease the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such fair market value of the Leased Property. Nothing contained in this Section 8.3 shall limit or definition is intended to impair Lessor’s indemnification Tenant's rights under Section 24.1 belowsubparagraph 10(c) which may be exercised without notice to or the consent of Landlord as provided therein.

Permitted Encumbrances. (c) any Lien on any asset of the Company or any Subsidiary existing on the Effective Date and set forth on Schedule 6.02 ; provided that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.3.1 Subject to Section 7.3.2 hereof6.01 and (B) proceeds and products thereof and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions, Tenant shallrenewals, at its own cost replacements and expense, fully observe, perform and comply with all Permitted Encumbrances refinancings thereof so long as the same apply principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) as Refinancing Indebtedness in respect thereof; (d) any Lien existing on any asset prior to or bind Lessor the acquisition thereof by the Company or any Subsidiary or existing on any asset of the Leased Properties. Subject to Section 7.3.2 hereof, Tenant shall any Person that becomes a Subsidiary (or of any Person not cause, previously a Subsidiary that is merged or permit its respective agents, employees, contractors, invitees, subtenants, licensees, concessionaires consolidated with or assigns (whether or not into a Subsidiary in a transaction permitted hereunder) after the Effective Date prior to causethe time such Person becomes a Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), whether (ii) such Lien shall not apply to any other asset of the Company or any Subsidiary (other than (A) the proceeds or products of such assets, (B) after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition, and (C) in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting such acquisition) and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(g) as Refinancing Indebtedness in respect thereof; (e) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by act the Company or omissionany Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such acquisition, construction or 98 improvement and permitted by clause (f)(i) of Section 6.01 or any Refinancing Indebtedness in respect thereof permitted by clause (f)(ii) of Section 6.01 , and (ii) such Liens shall not apply to any other assets (except for replacements, additions and accessions to such assets) of the Company or any Subsidiary, other than the proceeds and products of such fixed or capital assets; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (f) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05 , customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any breach ofencumbrance or restriction, default under including any put and call arrangements, related to Equity Interests in such Subsidiary or termination such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; (h) any Lien on assets of any Permitted Encumbrance applicable Foreign Subsidiary; provided that (i) such Lien shall not apply to or binding upon Lessor any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of the Leased Properties. Notwithstanding anything Company or any other Loan Party and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; (i) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (j) Liens granted (i) by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred under Section 6.01(c) and (ii) by any Subsidiary in favor of any Loan Party; (k) Liens securing judgments for the contrary contained in Section 16.1 or elsewhere in this Lease but subject to Section 7.3.2 hereof, payment of money not constituting an Event of Default shall be deemed under Article VII ; (l) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to have occurred under this Lease on account exceed the greater of Tenant’s breach (x) $30,000,000 and (y) 3% of this Section 8.3.1Consolidated Total Assets at any time outstanding; (m) Liens arising out of any conditional sale, whentitle retention, but only if, consignment or other similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business; (an) Tenant’s breach of this Section 8.3.1 also results in a breach or default of an obligation under a Permitted Encumbrance, (b) such Permitted Encumbrance breach or default is not cured by Tenant on or prior Liens securing Indebtedness permitted hereunder to finance insurance premiums solely to the expiration extent of such premiums; (o) statutory and common law rights of setoff and other Liens, similar rights and remedies arising as a matter of law encumbering deposits of cash, securities, commodities and other funds in favor of banks, financial institutions, other depository institutions, securities or commodities intermediaries or brokerage, and Liens of a collecting bank arising under Section 4-208 or 4-210 of the cure period, if any, applicable to such breach or default by the terms of the instrument creating such Permitted Encumbrance (or such longer cure period as may be expressly authorized by an order of a court of competent jurisdiction), and (c) on account of such Permitted Encumbrance breach or default, a real property interest, or a covenant, condition, restriction, license or other beneficial right, created under such Permitted Encumbrance and benefiting Lessor or a Leased Property is terminated or otherwise lost or at material risk of being terminated or otherwise lost. Lessor agrees that, UCC in effect in the event Lessor receives relevant jurisdiction or any written notice of default from a party to a Permitted Encumbrance, Lessor shall promptly forward a copy thereof to Tenant. Tenant agrees that, if Lessor, at its option, elects to cure an Event of Default by Tenant under this Section 8.3.1, such cure shall not excuse Tenant from, or be deemed a cure of, such Event of Default, nor shall Tenant’s reimbursement to Lessor similar law of any costs and expenses incurred by Lessor foreign jurisdiction on items in effecting any such cure be deemed a cure the course of any such Event of Default, provided, however, that, notwithstanding the foregoing, even after the occurrence of such an Event of Default by Tenant and/or Lessor’s cure thereof, Lessor agrees to accept Tenant’s cure thereof, or reimbursement of Lessor’s costs and expenses to effect such cure, provided, and on the condition, that Lessor has not, prior thereto, terminated this Lease as it affects the Leased Property to which such Permitted Encumbrance relates or dispossessed Tenant from such Leased Property. Nothing contained in this Section 8.3 shall limit or impair Lessor’s indemnification rights under Section 24.1 below.collection; 99