Common use of Leasehold Mortgages Clause in Contracts

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

Leasehold Mortgages. (a) Tenant shall have permitted or allowed in accordance with the rightapplicable term and provisions of this Lease, may, without Landlord’s consent, from time to timetime pledge, mortgage or encumber the leasehold estate demised to conveyor encumber by mortgageTenant hereunder. Any such pledge, deed to secure debtof trust, mortgage or similar financing instrumentencumbrance upon the he extended modified, Tenant's leasehold estate and interest in and to amended demised hereunder as the Property and the Improvements theretosame may be extended, or any part thereof (each such leasehold mortgagemodified, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgageeestate demised to Tenant hereunder; provided however, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such that each Leasehold Mortgagee shall be voidable as against such an Institutional Lender or if not, then prior to the delivery of each Leasehold Mortgage to a Leasehold Mortgagee at its optionwhich is not an Institutional Lender, Tenant shall first comply with the terms and provisions set forth below in this subsection. (2) Landlord Tenant shall give any be entitled to request from time to time Landlord’s written waiver and all notices acknowledgement, which may be relied upon by Tenant’s prospective lender under a proposed Leasehold Mortgage, of Tenant’s compliance with the “Minimum Ratio Requirements” (as hereinafter defined) given by giving written notice to Landlord of Tenant’s intent to incur indebtedness that will be secured by a new Leasehold Mortgage. Tenant hereunder simultaneously to shall not incur any such indebtedness or give the applicable Leasehold Mortgagee Mortgage until it has obtained such waiver and acknowledgement as aforesaid. Such written notice to Landlord will be accompanied by a certificate of which an officer of Tenant wherein Tenant represents and warrants to Landlord is aware at that Tenant’s obtaining the address of loan to be secured by such new Leasehold Mortgagee provided Mortgage will not cause Tenant to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In violate the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this SubleaseMinimum Ratio Requirements. Landlord shall accept performance of any deliver the aforesaid written waiver and all of acknowledgement to Tenant (or Tenant's obligations hereunder. including Tenant's obligation to pay Rent’s prospective lender, from any such Leasehold Mortgageeif requested), and in the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default form reasonably requested by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Propertyprospective lender, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days of Tenant’s request therefor, unless Landlord reasonably believes that Tenant’s representation and warranty contained in such certificate is false or inaccurate. Tenant shall within three (3) days after a request by Landlord, provide Landlord with copies of financial statements, certified by the date Chief Financial officer of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunderTenant, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred as requested by Landlord as a result of such termination, as well as in order to enable Landlord to make the preparation, execution and above determination. Upon Landlord’s delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreementswaiver and acknowledgement, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become incur the owner of Tenant's interest indebtedness in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein question and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any deliver a Leasehold Mortgage or from to secure the same at any holder thereof, shall be subject to Section 9.1 of this Sublease, except that time within the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date 180 day period following Landlord’s delivery of such assignment, provided that the assignee shall execute waiver and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xacknowledgement.

Leasehold Mortgages. (a) Tenant shall have a. Notwithstanding the right, from time to time, to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and interest in and delivery of any previous notice to the Property Leasehold Mortgagee under Section 13.c hereof and the Improvements thereto, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent failure of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with remedy or cure any foreclosure default identified in such notice, if this Lease shall terminate early for any reason or be rejected or disaffirmed pursuant to bankruptcy law or other proceedings. or. in law affecting creditors' rights, Lessor shall give notice of such termination, rejection or disaffirmance to the event such Leasehold Mortgagee shall otherwise acquire possession of the Propertyin accordance with Section 13.c hereof, such notice to continue such possdssion, if the default in respect to which Landlord shall have be given notice shall be remedied. Notwithstanding anything prior to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at rejection or disaffirmance, and the rent and upon Leasehold Mortgagee, or a person designated by the termsLeasehold Mortgagee, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make have the right to enter into a new lease of the Premises with Lessor. Such right shall be exercisable by written request upon Landlord for such new Sublease prior notice given to or Lessor within thirty (30) days after the date of the Leasehold Mortgagee's receipt of such notice from Lessor. The term of said new lease shall begin on the date of the termination, rejection or disaffirmance of this Lease and shall continue for the remainder of the term of this Lease plus, if the termination arises due to an "Event of Default" (as defined in the Building A Lease) by Tenant under the Building A Lease (a "Building A Lease Default"), an additional period of forty-five (45) years from the expiration date of the term (the “Building A Default Extension Term”), subject to Lessor's Post Encumbrance Proceeds (as defined below). If the Building A Default Extension Term is not initially in effect under the new lease, it shall automatically be instated under the new lease without further notice to or action by any party upon the occurrence of Building A Lease Default. If the Building A Default Extension Term was not required as part of an agreement to purchase or lease the Premises by a third party who required the Building A Default Extension Term as part of such purchase or lease by it, then the Building A Default Extension Term shall terminate on the date that the obligations secured by the Leasehold Mortgage are repaid in full and discharged pursuant to the terms thereof. If the Building A Default Extension Term was required as part of an agreement to purchase or lease the Premises by a third party who required the Building A Default Extension Term as part of such written request purchase or lease by it, then any consideration paid for such purchase or lease that is accompanied remaining after the obligations secured by payment the Leasehold Mortgage are repaid in full and discharged pursuant to the terms thereof shall be paid: (i) first, to Landlord under the Building A for the Fair Market Rental Value (as defined in Exhibit “B” attached hereto) of all sums then due Building A Lease for the balance of the term of this Lease (excluding the Building A Default Extension Term) and (ii) the balance, if any, to Landlord hereunderLessor (any such consideration that Lessor may be entitled to under this Section 19.a, “Post Encumbrance Proceeds”). Lessor shall have the right to enforce directly against such lessee or purchaser the payment of such Post Encumbrance Proceeds as paid through the term of the lease or upon the close of the sale transaction, and Lessor shall have the right to convert the Post Encumbrance Proceeds payable in respect thereof to Base Rent up to the amount of the Post Encumbrance Proceeds. Such new lease shall otherwise contain the same terms and conditions as those set forth herein, except for requirements which are no longer applicable or have already been performed and thereby extinguished, provided that such new lease shall require the lessee thereunder to promptly commence, and to expeditiously continue, to remedy all defaults on the part of Lessee hereunder to the extent reasonably susceptible of being remedied (B) Such but the Leasehold Mortgagee, or its designee acting as lessee under the new lease, shall not be required to remedy any defaults that arise from a default by Tenant under the Building A Lease). In addition, the Leasehold Mortgagee or its nominee designee who enters into a new lease pursuant to this Section 19.a shall pay have the right to Landlord at assign and sublet the time interest of the execution and delivery lessee thereunder to any person or entity, without obtaining the consent or approval of said new Sublease any and all sums which would at that time be due hereunder but for such tenninationLessor, together with any expenses, including reasonable attorneys' fees, incurred by Landlord so long as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants has made a bona fide loan to Lessee and is a bank or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunderother commercial lender not affiliated with Lessee. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it It is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties hereto that once such new lease shall have the Leasehold Mortgagee same priority relative to other rights or its nominee interests to or in the Premises as this Lease and such priority shall succeed date back to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignmentthis Lease. (c) All The provisions of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees Section 19.a shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title Lease and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect thereafter to the same extent as if Tenant had not defaulted under this SubleaseSection 19.a were a separate and independent covenant and contract among Lessor and Lessee for the benefit of the Leasehold Mortgagee, as third party beneficiary. ARTICLE XLessor shall have no obligation, however, to deliver possession of the Premises to the new lessee, but shall assign to the new lessee all subleases of the Premises.

Leasehold Mortgages. (a) Tenant shall have the right, from time right to time, to conveyor encumber by mortgage, deed pledge or conditionally assign this Lease to secure debta Permitted Leasehold Mortgagee subject to the provisions of this Section and ARTICLE XII, or similar financing instrumentand the payment to the Landlord of any amounts due, Tenant's leasehold estate and if any on account thereof, under ARTICLE IV above. In no event shall the fee interest in and the Premises or, unless specifically set forth herein or in any instrument given by the Landlord in connection therewith, any Rent be subordinate to any leasehold mortgage. Regardless of whether any such leasehold mortgage requires the Landlord’s consent, Tenant shall provide the Landlord with written notice of any such leasehold mortgage at least thirty (30) days prior to the Property and the Improvements thereto, or closing of any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlordtransaction. The execution and delivery making of a Leasehold Mortgage mortgage under the prior paragraph shall not, in and of itself, not be deemed to constitute an assignment or transfer of this Sublease assignment, nor shall any mortgagee under such a mortgage not in actual possession of the Leasehold Mortgagee, as such, Premises be deemed an assignee or transferee of this Sublease the leasehold estate created hereby, so as to require such Leasehold Mortgagee mortgagee to assume the performance obligations of Tenant hereunder. However, a mortgagee in actual possession and the purchaser at any sale of the covenants or agreements on leasehold estate created hereby upon foreclosure of a mortgage given in accordance with the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangementprior paragraph, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant assignee of any option Tenant’s interest under this Lease pursuant to terminate this Sublease without the written consent an assignment in lieu of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlordforeclosure, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected be an assignee of Tenant (but no consent by Tenant. the Landlord hereby consents to such assignment or transfer shall be required) and subject to the entry onto the Property by any such Leasehold Mortgagee for the purpose terms and conditions of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the PropertySection 12.02 hereof, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require 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. have assumed the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate obligations of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder arising from and after the date of taking actual possession or of such purchase or assignment. Prior to taking possession of the Premises following a foreclosure by any mortgagee, provided such mortgagee shall cure all monetary defaults and non-monetary defaults that are not Incurable Lease Defaults. If a mortgagee (or nominee) who has so assumed the obligations of Tenant hereunder thereafter assigns its interests in this Lease to an assignee shall execute and deliver to Landlord a recordable instrument who assumes the obligations of assumption wherein Tenant hereunder, such mortgagee (or nominee), upon compliance by such assignee with Maryland laws, shall assume be relieved of the obligations of Tenant arising after such assignment and agree to perform and observe the covenants and conditions assumption. A conditional assignment of Tenant’s interest in this Sublease contained on Tenant's part Lease to be performed and observed, it being a mortgagee as security for a mortgage granted in accordance with the intention prior paragraph shall not constitute an assumption of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement liability by the assignee, effect a release ofthe assignor's liability arising mortgagee of Tenant’s obligations hereunder after until the date of such mortgagee’s taking of actual possession pursuant to the exercise of its rights under such conditional assignment. (c) All ; provided, however, that such mortgagee shall cure all monetary defaults and non-monetary defaults that are not Incurable Lease Defaults in existence as of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights time of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xforeclosure.

Leasehold Mortgages. Landlord covenants and agrees to cooperate with Txxxxx and each lender providing financing to Tenant (a) Tenant shall have the righteach, a “Leasehold Mortgagee”), from time to time, at no out-of-pocket cost to conveyor encumber by mortgageLandlord, deed to secure debtthe extent such financing is, or similar financing instrumentis intended to be, Tenant's secured by a mortgage encumbering the leasehold estate and interest in and to the Property and the Improvements thereto, of Tenant hereunder or any part thereof thereof. Landlord covenants and agrees to provide each Leasehold Mortgagee of which Lxxxxxxx has notice with a reasonable means to protect and preserve its lien and security interest in the Premises upon the occurrence of an Event of Default by Tenant hereunder. Landlord, Tenant and each Leasehold Mortgagee shall execute, acknowledge and deliver to one another one or more agreements, in form and substance reasonably acceptable to such Leasehold Mortgagee(s) to facilitate the closing of such leasehold mortgage financing transaction(s) (each, a “Recognition Agreement”); provided, however, that Landlord will not have any obligation to enter into any agreement that will affect the Term or the Rent due hereunder, or substantially increase the obligations or materially adversely affect any rights of Landlord hereunder, except as expressly set forth herein nor shall Landlord be obligated to subordinate its fee estate to any Leasehold Mortgagee, execute any document creating personal liability on the part of Landlord or otherwise subject Landlord or its interests in the Property to liability on account of such leasehold financing beyond that expressly granted to Tenant pursuant to this Lease. Each such agreement shall provide, inter alia, that each Leasehold Mortgagee shall have the following rights: (i) copies of all notices to Tenant under this Lease shall be provided contemporaneously to the Leasehold Mortgagee, provided that Landlord has been provided with written notice of the address to which such notices should be sent, (ii) Landlord’s failure to so provide each Leasehold Mortgagee with copies of notices to Tenant shall render the subject of such notice non-binding on such Leasehold Mortgagee, (iii) in the event of a default by Tenant hereunder, such Leasehold Mortgagee shall have the same concurrent notice and grace periods as are required to be given to Tenant to cure the same hereunder or after Landlord has provided such Leasehold Mortgagee with such notice, whichever is later, plus, in each instance, an additional ninety (90) days after the expiration of same; or where Leasehold Mortgagee’s ability to cure such Event of Default is contingent upon such Leasehold Mortgagee (or its designee) taking possession of the Premises and such Leasehold Mortgagee has commenced to take such action(s) as may be required to so take possession within such additional ninety (90) day period, such additional period of time as is reasonably required to complete such action(s), take possession of the Premises and cure such Event of Default (except in the case of a monetary default hereunder, in which event such Leasehold Mortgagee shall not have any additional cure period beyond the ninety (90) day period described above), (iv) Leasehold Mortgagee, without prejudicing any of its rights or remedies, shall have the right to cure any default or Event of Default of Tenant within the notice and cure periods set forth herein and/or the Recognition Agreement and Landlord shall be required to accept such performance and/or payment (and such Leasehold Mortgagee is and shall be authorized to enter upon the Premises for such purposes), (v) if the Lease shall be terminated due to a failure to cure an Event of Default, such Leasehold Mortgagee shall have the right to require that Landlord enter into a new and separate lease with such Leasehold Mortgagee or its designee on the same terms and conditions as this Lease, provided that such Leasehold Mortgagee (or its designee) thereafter cures all Events of Defaults within ninety (90) of written notice from Landlord, (vi) in the event of a default by Tenant under a leasehold mortgage, deed the applicable Leasehold Mortgagee shall be entitled to secure debt or enforce all of its rights and remedies as provided for therein (provided that no Leasehold Mortgagee shall have rights in addition to those of Tenant hereunder other financing instrument being herein referred to than as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee"expressly set forth in this Section), (vii) this Lease may be assigned, without the consent of Landlord. The execution , but otherwise subject to the terms and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer conditions of this Sublease nor Lease, and (viii) no surrender, other than upon the Expiration Date, shall the Leasehold Mortgagee, be effective as such, be deemed an assignee or transferee of this Sublease so as to require against such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless expressly consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE X.

Leasehold Mortgages. (a) Tenant The parties agree that Lessor shall have the right, from time be permitted to time, to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and mortgage its fee interest in the Improvements, its interest as lessee under the Ground Lease and to the Property and the Improvements theretoits interest as lessor under this Lease(each, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Leasehold Mortgage" and the holder thereof as a "Leasebold Mortgagee"), provided that (i) without the consent of Landlord. The execution and delivery of a any such Leasehold Mortgage shall notencumber all such interests of Lessor in the Premises, and (ii) to the extent required by the holder of any Fee Mortgage (each, a "Fee Mortgagee"), the holder of any such Leasehold Mortgage (each, a "Leasehold Mortgagee"), shall consent and enter into an agreement with such Fee Mortgagee pursuant to which a lockbox or other similar arrangement is established for the collection of all rents due from any Subtenant (a "Lockbox"), which agreement shall contain provisions consistent with the terms described on SCHEDULE E annexed hereto and made a part hereof, and which shall in all other respects be reasonably acceptable to the Fee Mortgagee and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee. This Lease shall be subject and subordinate to the terms and provisions of, as suchand the lien of, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee Mortgage contains an express provision to the effect that, if there shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession be a foreclosure of the Property) (Ii) Leasehold Mortgage, the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address holder of such Leasehold MortgageeMortgage will not evict Lessee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee disturb Lessee's possession under this Lease, or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to terminate or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord disturb Lessee's leasehold estate or rights hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at will recognize Lessee as the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result direct tenant of such termination, as well as in holder on the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants same terms and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions as are contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's rightLease, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions hereinafter set forth, provided no Event of Paragraph 22 Default shall have occurred and be continuing hereunder, or (ii) Lessee shall obtain a separate subordination, non-disturbance and attornment agreement from the holder of such Leasehold Mortgage, which agreement may be conditioned upon conditions then ordinary and customary in subordination, non-disturbance and attornment agreements entered into by lenders at that time. If, in connection with the financing of the Lease; andPremises by Lessor, to the extent that any term or provision lending institution shall request reasonable modifications of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease that do not increase Lessee's monetary obligations under this Lease, or materially adversely affect or diminish the term rights, or provision set forth in Paragraph 22 materially increase the other obligations of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest Lessee under this Sublease by Lease, Lessee shall make such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xmodifications.

Leasehold Mortgages. Landlord covenants and agrees to cooperate with Tenant and each lender providing financing to Tenant (a) Tenant shall have the righteach, a “Leasehold Mortgagee”), from time to time, at no out-of-pocket cost to conveyor encumber by mortgageLandlord, deed to secure debtthe extent such financing is, or similar financing instrumentis intended to be, Tenant's secured by a mortgage encumbering the leasehold estate and interest in and to the Property and the Improvements thereto, of Tenant hereunder or any part thereof thereof. Landlord acknowledges and agrees that the vast majority of the costs of constructing the improvements as contemplated herein will be obtained through leasehold financing. Accordingly, Landlord covenants and agrees to provide each Leasehold Mortgagee of which Landlord has notice with a reasonable means to protect and preserve its lien and security interest in the Premises upon the occurrence of an Event of Default by Tenant hereunder. Landlord, Tenant and each Leasehold Mortgagee shall execute, acknowledge and deliver to one another one or more agreements, in form and substance reasonably acceptable to such Leasehold Mortgagee(s) to facilitate the closing of such leasehold mortgage financing transaction(s) (each, a “Recognition Agreement”); provided, however, that Landlord will not have any obligation to enter into any agreement that will affect the Term or the Rent due hereunder, or substantially increase the obligations or materially adversely affect any rights of Landlord hereunder, except as expressly set forth herein, nor shall Landlord be obligated to subordinate its fee estate to any Leasehold Mortgagee, execute any document creating personal liability on the part of Landlord or otherwise subject Landlord or its interests in the Property to liability on account of such leasehold financing beyond that expressly granted to Tenant pursuant to this Lease. Each such agreement shall provide, inter alia, that each Leasehold Mortgagee shall have the following rights: (i) copies of all notices to Tenant under this Lease shall be provided contemporaneously to the Leasehold Mortgagee, provided that Landlord has been provided with written notice of the address to which such notices should be sent, (ii) Landlord’s failure to so provide each Leasehold Mortgagee with copies of notices to Tenant shall render the subject of such notice non-binding on such Leasehold ***CONFIDENTIAL TREATMENT REQUESTED *** Mortgagee, (iii) in the event of a default by Tenant hereunder, such Leasehold Mortgagee shall have the same concurrent notice and grace periods as are required to be given to Tenant to cure the same hereunder or after Landlord has provided such Leasehold Mortgagee with such notice, whichever is later, plus, in each instance, an additional ninety (90) days after the expiration of same; or where Leasehold Mortgagee’s ability to cure such Event of Default is contingent upon such Leasehold Mortgagee (or its designee) taking possession of the Premises and such Leasehold Mortgagee has commenced to take such action(s) as may be required to so take possession within such additional ninety (90) day period, such additional period of time as is reasonably required to complete such action(s), take possession of the Premises and cure such Event of Default (except in the case of a monetary default hereunder, in which event such Leasehold Mortgagee shall not have any additional cure period beyond the ninety (90) day period described above), (iv) Leasehold Mortgagee, without prejudicing any of its rights or remedies, shall have the right to cure any default or Event of Default of Tenant within the notice and cure periods set forth herein and/or the Recognition Agreement and Landlord shall be required to accept such performance and/or payment (and such Leasehold Mortgagee is and shall be authorized to enter upon the Premises for such purposes), (v) if the Lease shall be terminated due to a failure to cure an Event of Default, such Leasehold Mortgagee shall have the right, subject to approval by the applicable gaming authority, to require that Landlord enter into a new and separate lease with such Leasehold Mortgagee or its designee on the same terms and conditions as this Lease, provided that such Leasehold Mortgagee (or its designee) thereafter cures all Events of Defaults within ninety (90) of written notice from Landlord, (vi) in the event of a default by Tenant under a leasehold mortgage, deed the applicable Leasehold Mortgagee shall be entitled to secure debt or enforce all of its rights and remedies as provided for therein (provided that no Leasehold Mortgagee shall have rights in addition to those of Tenant hereunder other financing instrument being herein referred to than as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee"expressly set forth in this Section 23), (vii) this Lease may be assigned, without the consent of Landlord. The execution and delivery , but subject to approval of a Leasehold Mortgage shall not, in and of itself, be deemed the applicable gaming authority to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangementits designee, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease but otherwise subject to the contrary: (1) No current or voluntary tennination by Tenant terms and conditions of this Sublease Lease, and (viii) no surrender, other than upon the Expiration Date, shall be effective as against such Leasehold Mortgagee unless expressly consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE X.

Leasehold Mortgages. (a) Tenant Tenant, and its successors, subtenants and assigns permitted hereunder shall have the right, from time right to time, mortgage and pledge their respective interests in this Lease (“Leasehold Mortgage”) to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate a lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and interest in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this Section 20.20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Lease, and at all times shall be inferior and subject to the prior right, title and interest of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property and the Improvements thereto, or Facility Premises be subordinate to any part thereof (Leasehold Mortgage. A notice of each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed delivered to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of specifying the name and address of the party providing such financingLeasehold Mortgagee to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (b30) With days of such mortgage being recorded. If Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage shall remain unsatisfied of record and Tenant shall have properly delivered notice to Landlord in compliance with Section 20(b) hereof with respect to any such Leasehold MortgageMortgagee, the following provisions shall apply notwithstanding anything in this Sublease to apply: Landlord, upon serving upon Tenant any notice of an Event of Default or any other notice under the contrary: (1) No current or voluntary tennination by Tenant provisions of this Sublease Lease, shall be effective unless consented to in writing by also serve a copy of such notice upon Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective deemed to have been duly given as to such the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given to or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee that has notice and opportunity to cure as provided its current address to Landlordin this Lease. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Any Leasehold Mortgagee, such Leasehold Mortgagee in case there shall be a Tenant Default under this Lease, shall have a period equal the right to remedy such Tenant Default (or cause the period granted same to the Tenant plus, with respect to monetary defaults, an additional ten (10be remedied) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional within thirty (30) days in after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to effect a cure of any default by Tenant under this Sublease. Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of any and all Leasehold Mortgagee as if the same had been made by Tenant. Any provision of Tenant's obligations hereunder. including Tenant's obligation this Lease to pay Rentthe contrary notwithstanding, from any such Leasehold Mortgagee, and the perfonnance no performance by or on behalf of such obligation by such a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to have been be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a cure effected non-monetary Tenant Default which cannot be cured by Tenant. the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord hereby consents will not terminate this Lease without first giving to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee reasonable time within which to obtain possession of the Property Premises, including possession by a receiver, or to effect any such cure of a default by Tenant institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Sublease) then Lease with diligence and without unreasonable delay. The Landlord shall not commence any proceeding or action to terminate the Term agrees that upon acquisition of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due Tenant’s interest under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted Lease by such a Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to continue terminate this Lease shall be waived with any foreclosure or other proceedings. or. in respect to the event such matters which have been cured by the Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in and with respect to which Landlord shall have given notice shall be remediedthe Incurable Lease Defaults. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord set forth in this Section 20(c),20(c), Leasehold Mortgagee shall have the right, but shall not be precluded from exercising obligated, to remedy any other rights or remedies Tenant Default under this Sublease with respect Lease. It shall be a condition precedent to any default assignment or transfer of this Lease by Tenant during foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such period foreclosure proceedings (any such transferee of forbearancethe Lease), that upon becoming the legal owner and holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof, judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. .11- 2044792 ,,08 (4) Landlord agrees that in In the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s Lease prior to such termination been" given the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder under this Lease but for such tenninationtermination, together and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including reasonable attorneys' counsel fees, court costs and disbursements incurred by Landlord as a result of in connection with such defaults and termination, as well as in the recovery of possession of the Premises, and the preparation, execution and delivery of such new Sublease; (5) No lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee shall become liable under unless Landlord at the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner time of the leasehold estate execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant hereunder. No (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or purchaser at foreclosure its nominee(s) shall be entitled to become the owner of Tenant's interest request and certify in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered writing to Landlord an assumption agreementthat it intends to perform the obligations of Tenant as and to the extent required hereunder, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee Landlord shall execute and deliver to Landlord a recordable instrument of assumption wherein the Leasehold Mortgagee or such assignee nominee(s) such new lease which shall assume and agree to perform and observe be for the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention balance of the parties that once remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments nominee(s) within ninety (whether 90) days after the receipt by Landlord of such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from written notice. The Leasehold Mortgagee or its nomineenominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after have been effectively terminated to the date of the execution and delivery of such assignmentnew lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (cA) All certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Leasehold Mortgagee at its address provided to Landlord. The City, acting by and through the City Representative, shall, at the request of the Tenant made from time to time and at any time, enter into a lender’s rights agreement with any Leasehold Mortgagee identified by the Tenant, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to the City and consistent with the terms and provisions contained in this Sublease with respect Section 20.20. Within twenty (20) days of the Tenant’s request for a lender’s rights agreement pursuant to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained Section 20,20, time being of the essence, the City, acting by and through the City Representative, shall require any execute and deliver to the Tenant such a lender’s rights agreement benefiting the identified Leasehold Mortgagee, which executed lender’s rights agreement shall be in a form and substance that are reasonably acceptable to the City and such Leasehold Mortgagee and that is consistent with, and at the option of such Leasehold Mortgagee incorporates, the terms and provisions of this Section 20.20. Tenant agrees to pay for the City’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Landlord agrees to negotiate in good faith and execute modifications to this Section 2020 and related provisions of this Lease, which Landlord has accepted in its reasonable discretion, with each Leasehold Mortgagee (or its nominee to cure any default by Tenant hereunder. (eprospective Leasehold Mortgagee) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any event that such Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject Mortgagee desires changes to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xcurrently stated.

Leasehold Mortgages. Tenant may, with Landlord’s prior consent, execute and deliver Leasehold Mortgages to Leasehold Mortgagees (a) Tenant as those terms are defined in Paragraph 9 hereof). No Leasehold Mortgage shall have extend to or affect the rightfee, from time to time, to conveyor encumber by mortgage, deed to secure debtthe reversionary interest, or similar financing instrument, Tenant's leasehold the estate and interest of Landlord in and to the Property and the Improvements thereto, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of LandlordPremises. The execution remaining terms and delivery conditions of this paragraph shall not be binding upon Landlord, unless (i) a complete copy of the Leasehold Mortgage shall notis delivered to the Landlord, in and (ii) the Leasehold Mortgagee gives Landlord a written notice containing the name and current address of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee. If such notice is delivered to the Landlord before a Tenant’s Default, as such, the Landlord agrees to give the Leasehold Mortgagee a copy of each notice of a Tenant’s Default at the same time that Landlord gives such notice to Tenant. Such notice shall be deemed an assignee or transferee of this Sublease so as duly given to require such the Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease when mailed to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the last address of such Leasehold Mortgagee provided furnished to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with of any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination obligation of this Sublease by reason of any default by TenantLease that Tenant is required to perform, and if Landlord ~s prior to such termination been" given written notice of with the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full same force and effect as if Tenant had not defaulted performed by Tenant, provided that at the time of such performance the Landlord is furnished with satisfactory evidence that the person or firm tendering such performance or payment has a claimed interest in the Premises pursuant to the Leasehold Mortgage. The Leasehold Mortgagee shall have twenty (20) days after receipt of any such notice of default in which to cure any Tenant’s Default consisting of the non-payment of rent or additional rent under this SubleaseLease, and a reasonable time in which to cure any other Tenant’s Default. ARTICLE XThe Leasehold Mortgagee shall also have such rights as set forth in Paragraph 9 hereof.

Leasehold Mortgages. (a) Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, at any time and from time to time, without being required to conveyor encumber by obtain Landlord’s consent, to mortgage, deed to secure debtpledge as security or otherwise encumber for security purposes the leasehold interest herein demised on such terms, or similar financing instrumentconditions and maturity as Tenant shall determine, Tenant's leasehold estate and interest in and to the Property enter into any and the Improvements theretoall extensions, modifications, amendments, replacements(s), and refinancing(s) of any such leasehold mortgage as Tenant may desire. Any such lender, secured party or pledgee and any part thereof (each such then holder of any leasehold mortgage, deed to secure debt security or other financing instrument being herein pledge may be referred to in this Lease as a "Leasebold Mortgage" “Leasehold Mortgagee.” Upon Xxxxxx’s request, Landlord shall make such changes or modifications to this Lease, with the exception of those provisions of this Lease concerning the Base Rent and the holder thereof as a "Leasebold Mortgagee") without length of the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold MortgageeTerm, as such, be deemed an assignee or transferee of this Sublease so as to require such are reasonably requested by any Leasehold Mortgagee to assume facilitate the performance of any mortgaging of the covenants or agreements on leasehold estate. Landlord shall execute such instruments as may be required by each Leasehold Mortgagee in order to subordinate the part rights and interest of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant lien of this Sublease each mortgage; however, in no event shall Landlord be effective unless consented required to subordinate its fee simple title in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered land to such Leasehold Mortgagee. At the request of Tenant or any Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any enter into a Landlord’s Consent and all of Tenant's obligations hereunder. including Tenant's obligation Agreement containing language substantially similar to pay Rentthat set forth in this Section 21, from any or otherwise as shall be mutually satisfactory to Landlord and such Leasehold Mortgagee. If Xxxxxx, or Xxxxxx’s successors or assigns, shall mortgage said leasehold interest then, as long as any such leasehold mortgage shall remain unsatisfied of record, the following provisions shall apply, notwithstanding anything to the contrary contained in this Lease, and the perfonnance any pertinent provisions of such obligation by such Leasehold Mortgagee this Lease shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent amended and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, modified to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect necessary so as if Tenant had not defaulted under this Sublease. ARTICLE Xto provide as follows:

Leasehold Mortgages. (a) Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, at any time and from time to time, without being required to conveyor encumber by obtain Landlord’s consent, to mortgage, deed to secure debtpledge as security or otherwise encumber for security purposes the leasehold interest herein demised on such terms, or similar financing instrumentconditions and maturity as Tenant shall determine, Tenant's leasehold estate and interest in and to the Property enter into any and the Improvements theretoall extensions, modifications, amendments, replacements(s), and refinancing(s) of any such leasehold mortgage as Tenant may desire. Any such lender, secured party or pledgee and any part thereof (each such then holder of any leasehold mortgage, deed to secure debt security or other financing instrument being herein pledge may be referred to in this Lease as a "Leasebold Mortgage" “Leasehold Mortgagee.” Upon Tenant’s request, Landlord shall make such changes or modifications to this Lease, with the exception of those provisions of this Lease concerning the Base Rent and the holder thereof as a "Leasebold Mortgagee") without length of the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold MortgageeTerm, as such, be deemed an assignee or transferee of this Sublease so as to require such are reasonably requested by any Leasehold Mortgagee to assume facilitate the performance of any mortgaging of the covenants or agreements on leasehold estate. Landlord shall execute such instruments as may be required by each Leasehold Mortgagee in order to subordinate the part rights and interest of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant lien of this Sublease each mortgage; however, in no event shall Landlord be effective unless consented required to subordinate its fee simple title in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered land to such Leasehold Mortgagee. At the request of Tenant or any Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any enter into a Landlord’s Consent and all of Tenant's obligations hereunder. including Tenant's obligation Agreement containing language substantially similar to pay Rentthat set forth in this Section 21, from any or otherwise as shall be mutually satisfactory to Landlord and such Leasehold Mortgagee. If Tenant, or Tenant’s successors or assigns, shall mortgage said leasehold interest then, as long as any such leasehold mortgage shall remain unsatisfied of record, the following provisions shall apply, notwithstanding anything to the contrary contained in this Lease, and the perfonnance any pertinent provisions of such obligation by such Leasehold Mortgagee this Lease shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent amended and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, modified to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect necessary so as if Tenant had not defaulted under this Sublease. ARTICLE Xto provide as follows:

Leasehold Mortgages. (a) Tenant shall will have the right, right to mortgage or pledge its interest in this Lease to one or more Mortgagees which at any time and from time to timetime during the Term, to conveyor encumber provided however, that (x) until Final Completion has occurred, all proceeds from any loan secured by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and ’s interest in this Lease will be used only in connection with the costs of pre-development, development, construction, carry, and operations of the Project and (y) no holder of any Mortgage, nor anyone claiming by, through or under any such Mortgage, will by virtue thereof, acquire any greater rights hereunder than Tenant has, except the right to cure or remedy Tenant’s defaults or become entitled to a New Lease as more fully set forth in this Section 10.04 and Section 10.05 and such other rights as are expressly granted to Mortgagees in this Lease. No Mortgage will be effective, unless: at the Property time of making such Mortgage there is no existing and unremedied Event of Default on the Improvements thereto, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of Tenant under any of the agreements, terms, covenants or agreements and conditions of this Lease on the part of Tenant to be performed hereunder. If performed; provided however, that if such Event of Default exists, but this Lease has not been terminated and such Event of Default will be cured simultaneously with the granting of such Mortgage or with the proceeds from such Mortgage, Tenant shall may nevertheless enter into any such financing arrangementMortgage for Tenant’s interest in this Lease; such Mortgage will be subject to all the agreements, it shall deliver to Landlord true terms, covenants, and complete copies conditions of the instruments effecting -10- 2044792 vOS this Lease; such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, Mortgage will contain in substance the following shall apply notwithstanding anything provisions: “This instrument is executed upon condition that (unless this condition be released or waived by Landlord under said Lease or its successors in this Sublease to the contrary: (1interest by an instrument in writing) No current no purchaser or voluntary tennination transferee of said Lease at any foreclosure sale hereunder, or other transfer authorized by Tenant of this Sublease shall be effective unless consented to in writing law by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure reason of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such hereunder where no foreclosure or other action sale is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Propertyrequired, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Propertywill, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such terminationsale or transfer, as well as acquire any right, title or interest in or to said Lease or the preparationleasehold estate hereby mortgaged or pledged, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes (i) Landlord has been given written notice of such sale or transfer of said Lease and the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee effective date thereof, and (ii) such purchaser or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have transferee has delivered to Landlord an assumption agreementa duplicate original or certified copy of the instrument of sale or transfer to Landlord. “The purchaser or transferee of said Lease will, executed effective from and after the effective date of the foreclosure or transfer in recordable formlieu of foreclosure, wherein assume and whereby such Leasehold Mortgagee or purchaser assumes the performance of agree to perform all of the terms, covenants and conditions of the Lease to be observed or performed on the part of Tenant after the foreclosure or transfer and, that no further or additional mortgage or assignment of the Lease hereby mortgaged may be made except in accordance with the provisions contained in Article 10 of the Lease. “This mortgage is not a security interest in or lien on the fee interest in the premises covered by the Lease hereby mortgaged. “The mortgagee hereunder waives all right and option to retain and apply the proceeds of any insurance or the proceeds of any condemnation award toward the payment of the sum secured by this Sublease mortgage but only to the extent such proceeds are required for and applied to the demolition, repair or restoration of the mortgaged premises in accordance with the provisions of the Lease. “In the event of foreclosure, the mortgagee will not name, in such foreclosure action or otherwise, and in any event will not disturb the possession or right to possession (except for default) of, any subtenants of Tenant under the Lease) who are not Affiliates of Tenant. “This mortgage and all rights of the mortgagee hereunder are, without the necessity for the execution of any further documents, subject to the terms of said Lease and the rights of the landlord thereunder, as said Lease may have been previously modified, amended or renewed with the consent of the mortgagor or its predecessors in interest, or may hereafter be modified, amended or renewed with the consent of the mortgagee. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge to execute, acknowledge. and deliver any instruments reasonably requested by Landlord to evidence the foregoing.” Tenant or the Mortgagee will give to Landlord written notice of the making of any Mortgage (which notice will contain the name and office address of the Mortgagee) promptly after the execution and delivery of such Mortgage and a duplicate original or certified copy thereof. Landlord will give to each Mortgagee, at the address of such Mortgagee set forth in the notice from such Mortgagee or from Tenant, and otherwise in the manner provided by Article 25, a copy of each notice given by Landlord to Tenant hereunder (including any notices of Event(s) of Default under the Lease) at the same time as and whenever any such notice will thereafter be given by Landlord to Tenant, and no such notice by Landlord will be deemed to have been duly given to Tenant (and no grace or cure period will be deemed to have commenced) unless and until a copy thereof will have been given to each such Mortgagee. Upon receipt of such notice, each Mortgagee will have the right (but not the obligation) to remedy such Event of Default or cause the same to be remedied, within the following additional time periods (in each instance after the applicable period afforded Tenant for remedying the Event of Default or causing the same to be remedied has expired): (i) a period of ten Business Days more in the case of a monetary Event of Default, and (ii) a period of 15 Business Days more in the case of a non-monetary Event of Default, or in the case of a non-monetary Event of Default which will require more than the additional 15 Business Days to cure using due diligence, then such longer period of time as will be necessary, so long as such Mortgagee will have commenced to cure (or caused to be commenced such cure) within such additional 15 Business Day period and continuously prosecutes or causes to be prosecuted the same to completion with reasonable diligence and continuity. Landlord will accept performance by or on behalf of a Mortgagee of any covenant, condition, or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant, so long as such performance is made in accordance with the terms and provisions of this Lease. Landlord will not object to any temporary entry onto the Premises by or on behalf of Mortgagee to the extent necessary to effect such Mortgagee’s cure rights, provided such entry is in compliance with all Applicable Laws. If possession of the Premises or any part thereof is required in order to cure such Event of Default, Mortgagee will notify Landlord within the applicable period afforded to Mortgagee hereunder. During any period in which Mortgagee, in good faith and acting with reasonable diligence and continuity, is attempting or in the process of curing (or caused to be commenced such cure) a non-monetary Event of Default within the time periods provided in Section 10.04(c), Landlord will not exercise any remedies to terminate this Lease or dispossess Tenant of possession thereof. At any time prior to the expiration of the additional cure period afforded Mortgagee under Section 10.04(c) to cure (or caused to be cured) the Event of Default, Mortgagee may send Landlord notice of its intention to institute foreclosure proceedings, and thereafter, provided Mortgagee commences such foreclosure proceedings, prosecutes such proceedings with all reasonable diligence and continuity (subject to Unavoidable Delays) and, upon obtaining such possession, commences promptly to cure the Event of Default and prosecutes the same to completion with all reasonable diligence and continuity (subject to Unavoidable Delays), Landlord will not exercise any remedies to terminate this Lease or dispossess Tenant of possession thereof; provided however, that: (i) Mortgagee will have first delivered to Landlord, in writing, its agreement to cure (or caused to be cured), and (ii) during the period in which Mortgagee is curing (or causing such cure of) such Event of Default (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this Lease are being duly performed (including, without limitation, payment of all Base Rent, Additional Costs and Impositions due hereunder (including further, without limitation, the payment of any Impositions or payments of installments for Impositions are being made to a Depository in accordance with Article 5 above)) within any applicable grace periods. However, at any time after the delivery of the aforementioned agreement, the Mortgagee may notify Landlord, in writing, that it is has relinquished possession of the owner Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and, in such event, the Mortgagee will have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Mortgagee and accruing prior to the date it delivers such notice), and, thereupon, Landlord will have the unrestricted right to terminate this Lease, dispossess Tenant of the Premises and to take any other action Landlord deems appropriate by reason of any uncured Event of Default by Tenant's interest . Notwithstanding anything in this SubleaseSection 10.04 to the contrary, a Mortgagee will not be required to cure any non-monetary Events of Default of Tenant that are not capable of being cured by such Mortgagee, and if any Mortgagee, assignee or transferee will acquire the Premises pursuant to a foreclosure or transfer in lieu of foreclosure, then any such non-monetary Event of Default by Tenant that is not capable of being cured will no longer be deemed an Event of Default of the acquiring Mortgagee, assignee or transferee of this Lease after such foreclosure or transfer in lieu of foreclosure (provided however, that Landlord may continue to pursue any and all remedies at law or in equity against the defaulting Tenant unless Tenant was released of such obligations, provided further, that any such remedies may not involve the disturbance of quiet possession of any Mortgagee, assignee or transferee of the Premises under this Lease or a New Lease). Any With respect to any non-monetary Event of Default, so long as a Mortgagee will be diligently exercising its cure rights under this Section 10.04 with respect thereto within the applicable cure periods set forth above and so long as, if possession of the Premises is required to cure the same, Mortgagee will be taking the actions required by clause (d) of this Section 10.04, Landlord will not (i) re-enter the Premises, (ii) serve a termination notice, or (iii) bring a proceeding on account of such default to (A) dispossess Tenant or other occupants of the Premises, (B) re-enter the Premises, or (C) terminate this Lease or the leasehold estate (such rights described in clauses (i), (ii) and (iii) being herein “Landlord’s Termination Rights”). In addition, with respect to any monetary Event of Default, Landlord will not exercise any of Landlord’s Termination Rights so long as a Mortgagee will be diligently exercising its cure rights under this Section 10.04 within the time periods set forth above. Upon any Mortgagee ceasing to diligently exercise such rights and undertaking such activities, Landlord may exercise any of Landlord’s Termination Rights hereunder. Nothing in the protections to Mortgagees provided in this Lease will, however, be construed to either (i) extend the Term beyond the stated Fixed Expiration Date provided for in this Lease that would have applied if no Event of Default had occurred or (ii) require such Mortgagee to cure any non-monetary Event of Default by Tenant that is not capable of being cured and as a condition to preserving this Lease or, in the case of a Mortgagee only, to obtaining a New Lease as provided in Section 10.05. The exercise of any rights or remedies of a Mortgagee under a Mortgage, including the consummation of any foreclosure or transfer in lieu of foreclosure, will not constitute an Event of Default; provided however, that any assignment of this Lease resulting from any such foreclosure or transfer in lieu of foreclosure to an entity other than a Mortgagee or an Affiliate of such Mortgagee will be an Event of Default under this Lease unless such assignment meets the entire interest requirements of Section 10.03. Except as provided in clause (d) of this Sublease by any Section 10.04, no Mortgagee will become liable under the provisions of this Lease unless and until such time as it becomes, and then only for so long as it remains, the owner of the leasehold estate created hereby and no performance by or on behalf of such Mortgagee of Tenant’s obligations hereunder will cause such Mortgagee to be deemed to be a “mortgagee in possession” unless and until such Mortgagee will take control or possession of the Premises. If there is more than one Mortgagee, the rights and obligations afforded by this Section 10.04 to a Mortgagee will be exercisable only by the party whose collateral interest shall have been acquired byin the Premises is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee). In addition to the other rights, through notices and cure periods afforded to the holders of any Mortgage, Landlord further agrees that: without the prior written consent of each holder of a Mortgage, Landlord will neither agree to any modification or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 amendment of this SubleaseLease, except that nor accept a surrender or cancellation of this Lease; Landlord will consider in good faith any modification to the assignor shall be relieved Lease requested by a Mortgagee or prospective Mortgagee (including the Mortgage language set forth in Section10.04(a)(iii)) as a condition or term of any further liability which may.accrue hereunder from and after the date of such assignmentgranting financing to Tenant, provided that the assignee shall same does not materially increase Landlord’s obligations or diminish Landlord’s rights and immunities hereunder; the holder of the Mortgage most senior in lien priority on this Lease will have the right to participate in any dispute resolution proceedings under Article 34 hereof; the holder of the Mortgage most senior in lien priority on this Lease will have the right to participate in the adjustments of any insurance claims of the nature set forth in Article 7 and Article 8 hereof and condemnation awards of the nature set forth in Article 9 hereof and to serve as the Depository (subject to any terms, conditions and covenants applicable to Mortgagee(s), as set forth in such Articles); and at the request of Tenant from time to time, Landlord will execute and deliver an instrument addressed to Landlord the holder of any Mortgage confirming that such holder is a recordable instrument Mortgagee and entitled to the benefit of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In which are expressly stated to be for the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition benefit of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE XMortgagees.

Leasehold Mortgages. (a) Tenant Notwithstanding the terms of Section 5.12, Tenant, and its successors and assigns, shall have the right, from time right to time, to conveyor encumber by mortgage, deed pledge or conditionally assign this Lease to secure debt, or similar financing instrument, Tenant's leasehold estate and interest in and Leasehold Mortgagees subject to the Property and provisions of this Section 8. Tenant shall provide the Improvements thereto, Landlord with written notice of any such Leasehold Mortgage or any part thereof refinancing of the Leased Premises at least thirty (each 30) days prior to the closing of any such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlordtransaction. The execution and delivery making of a Leasehold Mortgage mortgage under the prior paragraph shall not, in and of itself, not be deemed to constitute an assignment or transfer of this Sublease assignment, nor shall any mortgagee under such a mortgage not in actual possession of the Leasehold Mortgagee, as such, Leased Premises be deemed an assignee or transferee of this Sublease the leasehold estate created hereby, so as to require such Leasehold Mortgagee mortgagee to assume the performance obligations of Tenant hereunder, but a mortgagee in actual possession and the purchaser at any sale of the covenants leasehold estate created hereby upon foreclosure of a mortgage given in accordance with the prior paragraph, or agreements on the part assignee of Tenant’s interest under this Lease pursuant to an assignment in lieu of such foreclosure, shall be deemed to be an assignee of Tenant (but no consent by the Landlord to such assignment or transfer shall be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true required) and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease subject to the contrary: (1) No current or voluntary tennination by Tenant terms and conditions of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to LandlordSection 8, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to assumed the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate obligations of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder arising from and after the date of taking actual possession or of such purchase or assignment, provided that . If a mortgagee (or nominee) who has so assumed the assignee shall execute and deliver to Landlord a recordable instrument obligations of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions Tenant hereunder thereafter assigns its interests in this Sublease contained on Tenant's part Lease (or in any new lease as provided in Section 8.3.5) to an assignee who assumes the obligations of Tenant hereunder (or under the new lease, as the case may be), such mortgagee (or nominee), shall be performed and observed, it being the intention relieved of the parties that once obligations of Tenant arising after such assignment and assumption. A conditional assignment of Xxxxxx’s interest in this Lease to a mortgagee as security for a mortgage granted in accordance with the Leasehold Mortgagee or its nominee prior paragraph shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid not constitute an assumption and agreement of liability by the assignee, effect a release ofthe assignor's liability arising mortgagee of Tenant’s obligations hereunder after until the date of such assignment. (c) All mortgagee’s taking of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated actual possession pursuant to the lien, priority, and security title exercise of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any its rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xconditional assignment.

Leasehold Mortgages. (a) Tenant shall have the right29.1 C-I Arlington will be entitled, at any time and from time to time, without the City's consent, and on terms and conditions determined by C-I Arlington to conveyor encumber by be appropriate, to mortgage, deed to secure debtpledge, grant deed(s) of trust, or similar financing instrument, Tenant's otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title, and interest in of C-I Arlington under this Parking Lease, and to the Property and the Improvements theretoassign, hypothecate, or pledge it as security for the payment of any part thereof (each such leasehold mortgage, deed debt to secure debt any holder of a promissory note or other financing instrument being herein evidence of indebtedness (such notes, mortgages, deeds of trust, and other documents evidencing and securing such loans hereinafter referred to as a "Leasebold Leasehold Mortgage" and the a holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the as a "Leasehold Mortgagee"), as such, all of which shall be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease subordinate to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant City's interest under this SubleaseAgreement. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of After the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title recordation of any Leasehold Mortgage, C-I Arlington or the Leasehold Mortgagee must notify the City in writing that a Leasehold Mortgage has been given and Landlord's right executed by C-I Arlington and must furnish the City with the address to receive Rent hereunder shall have priority over any rights which copies of notices should be mailed. The City agrees that it will thereafter give to the Leasehold Mortgagee, at the address so given, duplicate copies of any and all notices in writing that the City may from time to time give or serve upon C-I Arlington under and pursuant to the terms and provisions of this Parking Lease. The Leasehold Mortgagee will have the same cure rights available to C-I Arlington with respect to any alleged failure by C-I Arlington to perform under this Parking Lease; and if the alleged failure is cured in accordance with the provisions of this Parking Lease, then the City will accept such cure tendered by the Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX No Leasehold Mortgagee will be or become liable to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision City as an assignee of this Section 9.2 conflicts Parking Lease or otherwise until it expressly assumes such liability in writing, and no assumption may be inferred or result from foreclosure or other appropriate proceedings in the nature thereof, or, as the result of any other action or remedy provided for by any Leasehold Mortgage or other instrument executed in connection with any term the Leasehold Mortgage or provision from a conveyance from C-I Arlington pursuant to which the purchaser at foreclosure (or grantee or transferee in lieu thereof) acquires the rights and interests of Paragraph 22 C-I Arlington under the terms of the this Parking Lease, provided the term or provision set forth in Paragraph 22 obligations of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE XC-I Arlington are fulfilled.

Leasehold Mortgages. (a) Tenant shall have Notwithstanding the rightforegoing or anything to ------------------- the contrary contained in the Loan Documents, from time to time, to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and Lender acknowledges that Lessee has granted Leasehold Mortgages encumbering its lessee interest in and to each of the Property Properties under the Master Lease to the Leasehold Mortgagees as security for the Leasehold Financings and Lender consents to the Improvements theretoexistence of such Leasehold Financings and such Leasehold Mortgages do not constitute a breach of Section 11.1. Borrower agrees that it will not grant any request for consent or approval of any additional Leasehold Mortgage (as defined under the Master Lease), or, to the extent Borrower has the right to consent to or approve of same under the Master Lease, any part thereof (each such leasehold mortgageamendment or modification of any existing Leasehold Financing or Leasehold Mortgage Document or assignment, deed to secure debt in whole or other financing instrument being herein referred to as a "Leasebold Mortgage" in part, of any existing Leasehold Financing or Leasehold Mortgage Document without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in Rating Confirmation. Borrower represents and of itself, be deemed warrants that it has delivered to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord Lender true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice all Leasehold Mortgage Documents for each of the name and address Leasehold Financings in its possession which Leasehold Mortgage Documents as of April 20, 2001 constituted and, to Borrower's knowledge, currently constitute all of the party providing such financing. material documents evidencing and/or securing the Leasehold Financings and, to Borrower's knowledge, (a) same have not been amended or modified except pursuant to any amendment or modification delivered to Lender, (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property Documents are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xand (c) no defaults exist thereunder.

Leasehold Mortgages. (a) Tenant shall have the right, right to mortgage or pledge its interest in this Lease to one or more Mortgagees which at any time and from time to timetime during the Term, to conveyor encumber provided however, that (x) until Final Completion has occurred, all proceeds from any loan secured by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and ’s interest in this Lease shall be used only in connection with the costs of pre-development, development, construction, carry, and operations of the Project and (y) no holder of any Mortgage, nor anyone claiming by, through or under any such Mortgage, shall by virtue thereof, acquire any greater rights hereunder than Tenant has, except the right to the Property cure or remedy Tenant’s defaults or become entitled to a New Lease as more fully set forth in this Section 10.04 and the Improvements thereto, or any part thereof (each Section 10.05 and such leasehold mortgage, deed other rights as are expressly granted to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of LandlordMortgagees in this Lease. The execution and delivery of a Leasehold No Mortgage shall notbe effective, in unless: at the time of making such Mortgage there is no existing and unremedied Event of itself, be deemed to constitute an assignment or transfer Default on the part of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of Tenant under any of the agreements, terms, covenants or agreements and conditions of this Lease on the part of Tenant to be performed hereunder. If performed; provided however, that if such Event of Default exists, but this Lease has not been terminated and such Event of Default will be cured simultaneously with the granting of such Mortgage or with the proceeds from such Mortgage, Tenant shall may nevertheless enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything Mortgage for Tenant’s interest in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease Lease; such Mortgage shall be effective unless consented subject to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or and conditions of this Sublease Lease; such Mortgage shall contain in substance the following provisions: “This instrument is executed upon condition that (unless this condition be released or waived by Landlord under said Lease or its successors in interest by an instrument in writing) no purchaser or transferee of said Lease at any foreclosure sale hereunder, or other transfer authorized by law by reason of a default hereunder where no foreclosure sale is required, shall, as a result of such sale or transfer, acquire any right, title or interest in or to said Lease or the leasehold estate hereby mortgaged or pledged, unless and until it becomes (i) Landlord has been given written notice of such sale or transfer of said Lease and the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee effective date thereof, and (ii) such purchaser or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have transferee has delivered to Landlord an assumption agreementa duplicate original or certified copy of the instrument of sale or transfer to Landlord. “The purchaser or transferee of said Lease shall, executed effective from and after the effective date of the foreclosure or transfer in recordable formlieu of foreclosure, wherein assume and whereby such Leasehold Mortgagee or purchaser assumes the performance of agree to perform all of the terms, covenants and conditions of the Lease to be observed or performed on the part of Tenant after the foreclosure or transfer and, that no further or additional mortgage or assignment of the Lease hereby mortgaged may be made except in accordance with the provisions contained in Article 10 of the Lease. “This mortgage is not a security interest in or lien on the fee interest in the premises covered by the Lease hereby mortgaged. “The mortgagee hereunder waives all right and option to retain and apply the proceeds of any insurance or the proceeds of any condemnation award toward the payment of the sum secured by this Sublease mortgage but only to the extent such proceeds are required for and applied to the demolition, repair or restoration of the mortgaged premises in accordance with the provisions of the Lease. “In the event of foreclosure, the mortgagee shall not name, in such foreclosure action or otherwise, and in any event shall not disturb the possession or right to possession (except for default) of, any subtenants of Tenant under the Lease) who are not Affiliates of Tenant. “This mortgage and all rights of the mortgagee hereunder are, without the necessity for the execution of any further documents, subject to the terms of said Lease and the rights of the landlord thereunder, as said Lease may have been previously modified, amended or renewed with the consent of the mortgagor or its predecessors in interest, or may hereafter be modified, amended or renewed with the consent of the mortgagee. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge to execute, acknowledge. and deliver any instruments reasonably requested by Landlord to evidence the foregoing.” Tenant or the Mortgagee shall give to Landlord written notice of the making of any Mortgage (which notice shall contain the name and office address of the Mortgagee) promptly after the execution and delivery of such Mortgage and a duplicate original or certified copy thereof. Landlord shall give to each Mortgagee, at the address of such Mortgagee set forth in the notice from such Mortgagee or from Tenant, and otherwise in the manner provided by Article 25, a copy of each notice given by Landlord to Tenant hereunder (including any notices of Event(s) of Default under the Lease) at the same time as and whenever any such notice shall thereafter be given by Landlord to Tenant, and no such notice by Landlord shall be deemed to have been duly given to Tenant (and no grace or cure period shall be deemed to have commenced) unless and until a copy thereof shall have been given to each such Mortgagee. Upon receipt of such notice, each Mortgagee shall have the right (but not the obligation) to remedy such Event of Default or cause the same to be remedied, within the following additional time periods (in each instance after the applicable period afforded Tenant for remedying the Event of Default or causing the same to be remedied has expired): (i) a period of ten (10) Business Days more in the case of a monetary Event of Default, and (ii) a period of fifteen (15) Business Days more in the case of a non-monetary Event of Default, or in the case of a non-monetary Event of Default which shall require more than the additional fifteen (15) Business Days to cure using due diligence, then such longer period of time as will be necessary, so long as such Mortgagee shall have commenced to cure (or caused to be commenced such cure) within such additional fifteen (15) Business Day period and continuously prosecutes or causes to be prosecuted the same to completion with reasonable diligence and continuity. Landlord shall accept performance by or on behalf of a Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant, so long as such performance is made in accordance with the terms and provisions of this Lease. Landlord shall not object to any temporary entry onto the Premises by or on behalf of Mortgagee to the extent necessary to effect such Mortgagee’s cure rights, provided such entry is in compliance with all Applicable Laws. If possession of the Premises or any part thereof is required in order to cure such Event of Default, Mortgagee shall notify Landlord within the applicable period afforded to Mortgagee hereunder. During any period in which Mortgagee, in good faith and acting with reasonable diligence and continuity, is attempting or in the process of curing (or caused to be commenced such cure) a non-monetary Event of Default within the time periods provided in Section 10.04(c), Landlord will not exercise any remedies to terminate this Lease or dispossess Tenant of possession thereof. At any time prior to the expiration of the additional cure period afforded Mortgagee under Section 10.04(c) to cure (or caused to be cured) the Event of Default, Mortgagee may send Landlord notice of its intention to institute foreclosure proceedings, and thereafter, provided Mortgagee commences such foreclosure proceedings, prosecutes such proceedings with all reasonable diligence and continuity (subject to Unavoidable Delays) and, upon obtaining such possession, commences promptly to cure the Event of Default and prosecutes the same to completion with all reasonable diligence and continuity (subject to Unavoidable Delays), Landlord will not exercise any remedies to terminate this Lease or dispossess Tenant of possession thereof; provided however, that: (i) Mortgagee shall have first delivered to Landlord, in writing, its agreement to cure (or caused to be cured), and (ii) during the period in which Mortgagee is curing (or causing such cure of) such Event of Default (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this Lease are being duly performed (including, without limitation, payment of all Base Rent, Additional Costs and Impositions due hereunder (including further, without limitation, the payment of any Impositions or payments of installments for Impositions are being made to a Depository in accordance with Article 5 above)) within any applicable grace periods. However, at any time after the delivery of the aforementioned agreement, the Mortgagee may notify Landlord, in writing, that it is has relinquished possession of the owner Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and, in such event, the Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Mortgagee and accruing prior to the date it delivers such notice), and, thereupon, Landlord shall have the unrestricted right to terminate this Lease, dispossess Tenant of the Premises and to take any other action Landlord deems appropriate by reason of any uncured Event of Default by Tenant's interest . Notwithstanding anything in this SubleaseSection 10.04 to the contrary, a Mortgagee shall not be required to cure any non-monetary Events of Default of Tenant that are not capable of being cured by such Mortgagee, and if any Mortgagee, assignee or transferee shall acquire the Premises pursuant to a foreclosure or transfer in lieu of foreclosure, then any such non-monetary Event of Default by Tenant that is not capable of being cured shall no longer be deemed an Event of Default of the acquiring Mortgagee, assignee or transferee of this Lease after such foreclosure or transfer in lieu of foreclosure (provided however, that Landlord may continue to pursue any and all remedies at law or in equity against the defaulting Tenant unless Tenant was released of such obligations, provided further, that any such remedies may not involve the disturbance of quiet possession of any Mortgagee, assignee or transferee of the Premises under this Lease or a New Lease). Any With respect to any non-monetary Event of Default, so long as a Mortgagee shall be diligently exercising its cure rights under this Section 10.04 with respect thereto within the applicable cure periods set forth above and so long as, if possession of the Premises is required to cure the same, Mortgagee shall be taking the actions required by clause (d) of this Section 10.04, Landlord shall not (i) re-enter the Premises, (ii) serve a termination notice, or (iii) bring a proceeding on account of such default to (A) dispossess Tenant or other occupants of the Premises, (B) re-enter the Premises, or (C) terminate this Lease or the leasehold estate (such rights described in clauses (i), (ii) and (iii) being herein “Landlord’s Termination Rights”). In addition, with respect to any monetary Event of Default, Landlord shall not exercise any of Landlord’s Termination Rights so long as a Mortgagee shall be diligently exercising its cure rights under this Section 10.04 within the time periods set forth above. Upon any Mortgagee ceasing to diligently exercise such rights and undertaking such activities, Landlord may exercise any of Landlord’s Termination Rights hereunder. Nothing in the protections to Mortgagees provided in this Lease shall, however, be construed to either (i) extend the Term beyond the stated Fixed Expiration Date provided for in this Lease that would have applied if no Event of Default had occurred or (ii) require such Mortgagee to cure any non-monetary Event of Default by Tenant that is not capable of being cured and as a condition to preserving this Lease or, in the case of a Mortgagee only, to obtaining a New Lease as provided in Section 10.05. The exercise of any rights or remedies of a Mortgagee under a Mortgage, including the consummation of any foreclosure or transfer in lieu of foreclosure, shall not constitute an Event of Default; provided however, that any assignment of this Lease resulting from any such foreclosure or transfer in lieu of foreclosure to an entity other than a Mortgagee or an Affiliate of such Mortgagee shall be an Event of Default under this Lease unless such assignment meets the entire interest requirements of Section 10.03. Except as provided in clause (d) of this Sublease by any Section 10.04, no Mortgagee shall become liable under the provisions of this Lease unless and until such time as it becomes, and then only for so long as it remains, the owner of the leasehold estate whose interest created hereby and no performance by or on behalf of such Mortgagee of Tenant’s obligations hereunder shall have been acquired bycause such Mortgagee to be deemed to be a “mortgagee in possession” unless and until such Mortgagee shall take control or possession of the Premises. If there is more than one Mortgagee, through or under any Leasehold Mortgage or from any holder thereof, the rights and obligations afforded by this Section 10.04 to a Mortgagee shall be subject exercisable only by the party whose collateral interest in the Premises is senior in lien (or which has obtained the consent of any Mortgagees that are senior to Section 9.1 such Mortgagee). In addition to the other rights, notices and cure periods afforded to the holders of any Mortgage, Landlord further agrees that: without the prior written consent of each holder of a Mortgage, Landlord will neither agree to any modification or amendment of this SubleaseLease, except that nor accept a surrender or cancellation of this Lease; Landlord shall consider in good faith any modification to the assignor shall be relieved Lease requested by a Mortgagee or prospective Mortgagee (including the Mortgage language set forth in Section10.04(a)(iii)) as a condition or term of any further liability which may.accrue hereunder from and after the date of such assignmentgranting financing to Tenant, provided that the assignee same does not materially increase Landlord’s obligations or diminish Landlord’s rights and immunities hereunder; the holder of the Mortgage most senior in lien priority on this Lease shall have the right to participate in any dispute resolution proceedings under Article 34 hereof; the holder of the Mortgage most senior in lien priority on this Lease shall have the right to participate in the adjustments of any insurance claims of the nature set forth in Article 7 and Article 8 hereof and condemnation awards of the nature set forth in Article 9 hereof and to serve as the Depository (subject to any terms, conditions and covenants applicable to Mortgagee(s), as set forth in such Articles); and at the request of Tenant from time to time, Landlord shall execute and deliver an instrument addressed to Landlord the holder of any Mortgage confirming that such holder is a recordable instrument Mortgagee and entitled to the benefit of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In which are expressly stated to be for the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition benefit of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE XMortgagees.

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

Leasehold Mortgages. (a) Tenant Tenant, and its successors, subtenants and assigns permitted hereunder, shall have the rightright to mortgage and pledge its interesttheir respective interests in this Lease (“Leasehold Mortgage”) to any bank, from time to timetrust company or national banking association, to conveyor encumber by mortgage, deed to secure debt, acting for its own account or similar financing instrument, Tenant's leasehold estate in a fiduciary capacitya lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and interest in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this sectionSection 20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Lease, and at all times shall be inferior and subject to the prior right, title and interest of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property and the Improvements thereto, or Facility Premises be subordinate to any part thereof (Leasehold Mortgage. A notice of each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed delivered to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of specifying the name and address of the party providing such financingLeasehold Mortgagee to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (b30) With days of such mortgage being recorded. So long as anyIf Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage shall remain unsatisfied of record and Tenant shall have properly delivered notice to Landlord in compliance with Section 20(b) hereof with respect to any such Leasehold MortgageMortgagee, the following provisions shall apply notwithstanding anything in this Sublease with respect to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and : Landlord, upon serving upon Tenant any material amendment notice of aan Event of Default or material modification any other notice under the provisions of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent Lease, shall also serve a copy of such notice upon Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to LandlordMortgagee, and no such notice shall be effective deemed to have been duly given as to such the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given to or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee that has notice and opportunity to cure as provided its current address to Landlordin this Lease. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Any Leasehold Mortgagee, such Leasehold Mortgagee in case there shall be a Tenant Default under this Lease, shall have a period equal the right to remedy such Tenant Default (or cause the period granted same to the Tenant plus, with respect to monetary defaults, an additional ten (10be remedied) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional within thirty (30) days in after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to effect a cure of any default by Tenant under this Sublease. Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of any and all Leasehold Mortgagee as if the same had been made by Tenant. Any provision of Tenant's obligations hereunder. including Tenant's obligation this Lease to pay Rentthe contrary notwithstanding, from any such Leasehold Mortgagee, and the perfonnance no performance by or on behalf of such obligation by such a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to have been be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a cure effected non-monetary Tenant Default which cannot be cured by Tenant. the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord hereby consents will not terminate this Lease without first giving to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee reasonable time within which to obtain possession of the Property Premises, including possession by a receiver, or to effect any such cure of a default by Tenant institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Sublease) then Lease with diligence and without unreasonable delay. The Landlord shall not commence any proceeding or action to terminate the Term agrees that upon acquisition of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due Tenant’s interest under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted Lease by such a Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to continue terminate this Lease shall be waived with any foreclosure or other proceedings. or. in respect to the event such matters which have been cured by the Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in and with respect to which Landlord shall have given notice shall be remediedthe Incurable Lease Defaults. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord set forth in this Section 20(b),20(c), Leasehold Mortgagee shall have the right, but shall not be precluded from exercising obligated, to remedy any other rights or remedies Tenant Default under this Sublease with respect Lease. It shall be a condition precedent to any default assignment or transfer of this Lease by Tenant during foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such period foreclosure proceedings (any such transferee of forbearancethe Lease), that upon becoming the legal owner and holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof. .11- 2044792 ,,08 (4) Landlord agrees that in , judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. In the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s Lease prior to such termination been" given the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder under this Lease but for such tenninationtermination, together and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including reasonable attorneys' counsel fees, court costs and disbursements incurred by Landlord as a result of in connection with such defaults and termination, as well as in the recovery of possession of the Premises, and the preparation, execution and delivery of such new Sublease; (5) No lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee shall become liable under unless Landlord at the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner time of the leasehold estate execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant hereunder. No (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or purchaser at foreclosure its nominee(s) shall be entitled to become the owner of Tenant's interest request and certify in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered writing to Landlord an assumption agreementthat it intends to perform the obligations of Tenant as and to the extent required hereunder, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee Landlord shall execute and deliver to Landlord a recordable instrument of assumption wherein the Leasehold Mortgagee or such assignee nominee(s) such new lease which shall assume and agree to perform and observe be for the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention balance of the parties that once remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments nominee(s) within ninety (whether 90) days after the receipt by Landlord of such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from written notice. The Leasehold Mortgagee or its nomineenominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after have been effectively terminated to the date of the execution and delivery of such assignmentnew lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (cA) All certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Leasehold Mortgagee at its address provided to Landlord. Simultaneously with the giving to Tenant of any process in any action or proceeding brought for foreclosure of a Leasehold Mortgage or any notice of (i) default or acceleration under a Leasehold Mortgage, (ii) a matter on which such a default or acceleration may be predicated or claimed, (iii) a foreclosure of a Leasehold Mortgage, or (iv) a condition which if continued may lead to such foreclosure, the Leasehold Mortgagee will deliver duplicate copies thereof to the Landlord by certified mail or overnight delivery service. The City, acting by and through the City Representative, shall, at the request of the Tenant made from time to time and at any time, enter into a lender’s rights agreement with any Leasehold Mortgagee identified by the Tenant, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to the City and consistent with the terms and provisions contained in this Sublease with respect Section 20.20. Within twenty (20) days of the Tenant’s request for a lender’s rights agreement pursuant to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained Section 20,20, time being of the essence, the City, acting by and through the City Representative, shall require any execute and deliver to the Tenant such a lender’s rights agreement benefiting the identified Leasehold Mortgagee, which executed lender’s rights agreement shall be in a form and substance that are reasonably acceptable to the City and such Leasehold Mortgagee and that is consistent with, and at the option of such Leasehold Mortgagee incorporates, the terms and provisions of this Section 20.20. Tenant agrees to pay for the City’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Landlord agrees to negotiate in good faith and execute modifications to this Section 20 and related provisions of this Lease, which Landlord has accepted in its reasonable discretion, with each Leasehold Mortgagee (or its nominee to cure any default by Tenant hereunder. (eprospective Leasehold Mortgagee) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any event that such Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject Mortgagee desires changes to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE Xcurrently stated.

Leasehold Mortgages. (a) Tenant Tenant, and its successors, subtenants and assigns permitted hereunder, shall have the rightright to mortgage and pledge its interesttheir respective interests in this Lease (“Leasehold Mortgage”) to any bank, from time to timetrust company or national banking association, to conveyor encumber by mortgage, deed to secure debt, acting for its own account or similar financing instrument, Tenant's leasehold estate in a fiduciary capacitya lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and interest in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this sectionSection 20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of this Lease, and at all times shall be inferior and subject to the prior right, title and interest of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property and the Improvements thereto, or Facility Premises be subordinate to any part thereof (Leasehold Mortgage. A notice of each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed delivered to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of specifying the name and address of the party providing such financingLeasehold Mortgagee to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (b30) With days of such mortgage being recorded. So long as anyIf Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage shall remain unsatisfied of record and Tenant shall have properly delivered notice to Landlord in compliance with Section 20(b) hereof with respect to any such Leasehold MortgageMortgagee, the following provisions shall apply notwithstanding anything in this Sublease with respect to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and : Landlord, upon serving upon Tenant any material amendment notice of aan Event of Default or material modification any other notice under the provisions of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent Lease, shall also serve a copy of such notice upon Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to LandlordMortgagee, and no such notice shall be effective deemed to have been duly given as to such the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given to or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee that has notice and opportunity to cure as provided its current address to Landlordin this Lease. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Any Leasehold Mortgagee, such Leasehold Mortgagee in case there shall be a Tenant Default under this Lease, shall have a period equal the right to remedy such Tenant Default (or cause the period granted same to the Tenant plus, with respect to monetary defaults, an additional ten (10be remedied) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional within thirty (30) days in after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to effect a cure of any default by Tenant under this Sublease. Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of any and all Leasehold Mortgagee as if the same had been made by Tenant. Any provision of Tenant's obligations hereunder. including Tenant's obligation this Lease to pay Rentthe contrary notwithstanding, from any such Leasehold Mortgagee, and the perfonnance no performance by or on behalf of such obligation by such a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to have been be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a cure effected non-monetary Tenant Default which cannot be cured by Tenant. the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord hereby consents will not terminate this Lease without first giving to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee reasonable time within which to obtain possession of the Property Premises, including possession by a receiver, or to effect any such cure of a default by Tenant institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Sublease) then Lease with diligence and without unreasonable delay. The Landlord shall not commence any proceeding or action to terminate the Term agrees that upon acquisition of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due Tenant’s interest under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted Lease by such a Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to continue terminate this Lease shall be waived with any foreclosure or other proceedings. or. in respect to the event such matters which have been cured by the Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in and with respect to which Landlord shall have given notice shall be remediedthe Incurable Lease Defaults. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord set forth in this Section 20(b),20(c), Leasehold Mortgagee shall have the right, but shall not be precluded from exercising obligated, to remedy any other rights or remedies Tenant Default under this Sublease with respect Lease. It shall be a condition precedent to any default assignment or transfer of this Lease by Tenant during foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such period foreclosure proceedings (any such transferee of forbearancethe Lease), that upon becoming the legal owner and holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof. .11- 2044792 ,,08 (4) Landlord agrees that in , judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. In the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s Lease prior to such termination been" given the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder under this Lease but for such tenninationtermination, together and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including reasonable attorneys' counsel fees, court costs and disbursements incurred by Landlord as a result of in connection with such defaults and termination, as well as in the recovery of possession of the Premises, and the preparation, execution and delivery of such new Sublease; (5) No lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee shall become liable under unless Landlord at the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner time of the leasehold estate execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant hereunder. No (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or purchaser at foreclosure its nominee(s) shall be entitled to become the owner of Tenant's interest request and certify in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered writing to Landlord an assumption agreementthat it intends to perform the obligations of Tenant as and to the extent required hereunder, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee Landlord shall execute and deliver to Landlord a recordable instrument of assumption wherein the Leasehold Mortgagee or such assignee nominee(s) such new lease which shall assume and agree to perform and observe be for the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention balance of the parties that once remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments nominee(s) within ninety (whether 90) days after the receipt by Landlord of such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from written notice. The Leasehold Mortgagee or its nomineenominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after have been effectively terminated to the date of the execution and delivery of such assignmentnew lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (cA) All of the provisions contained certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in this Sublease with respect each case addressed to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary Mortgagee at its address provided to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE X.

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

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

Leasehold Mortgages. (a) Tenant shall have be responsible for funding the rightentire cost of, from time and securing all financing required, in order to time, complete Relocation Process and the Pre-Occupancy Work in accordance with the Architectural Plans and the Site Plan. Landlord hereby consents to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, the encumbrance of Tenant's ’s leasehold estate created under this Lease, provided, however, that the fee simple ownership interest of Landlord to the Leased Premises shall be prior, superior and paramount to the lien of any mortgage which may now or hereafter affect the leasehold interest of Tenant in and to the Property and the Improvements theretoLeased Premises, or any part thereof (each such leasehold a “Leasehold Mortgage”). Tenant acknowledges and understands that, under no circumstances, will any party providing financing for the Pre-Occupancy Work or any Post-Occupancy Work be permitted to encumber in any manner by lien of a mortgage, deed to secure debt security agreement or other financing instrument being herein referred encumbrance, Landlord’s fee simple title to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of LandlordLeased Premises. The execution and delivery of a All rights acquired under any Leasehold Mortgage shall not, in be subject and of itself, be deemed subordinate to constitute an assignment or transfer the terms of this Sublease nor Lease and to all rights and interests of Landlord hereunder, and shall incorporate all relevant terms and requirements contained herein, including, without limitation, a statement that the lender disclaims any interest or lien against Landlord’s fee simple interest in the Leased Premises thereon, a statement that insurance proceeds from casualty or proceeds from condemnation or payments in lieu thereof shall be used for the repair or rebuilding of the House and Site Improvements if so required by this Lease and not to the repayment of Lender (except as expressly set forth in this Lease), and a statement that Landlord shall have no liability whatsoever in connection with the financing under the agreement, notes, and security instruments executed, delivered and/or recorded in connection with such financing. If Tenant, or Tenant’s permitted successors or assigns enter into a Leasehold Mortgage, and Tenant provides Landlord with Notice of the Leasehold MortgageeMortgage, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume and the performance of any Notice includes a copy of the covenants Leasehold Mortgage or agreements other security instrument recorded on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true Land Records and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any holder of the Leasehold Mortgage, then so long as the Leasehold Mortgage remains unsatisfied of record, the following provisions shall apply apply, notwithstanding anything to the contrary set forth in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant Lease, and any pertinent provisions of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee Lease shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent amended and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, modified to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect necessary so as if Tenant had not defaulted under this Sublease. ARTICLE Xto provide as follows.