6 Model Leasehold Mortgagee Protections (Maximum) TABLE OF CONTENTS I. DEFINITIONS LOSSES AND LOSS PROCEEDS A. Prompt Notice B. Casualty C.

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1 6 Model Leasehold Mortgagee Protections (Maximum) TABLE OF CONTENTS I. DEFINITIONS II. LOSSES AND LOSS PROCEEDS A. Prompt Notice B. Casualty C. Substantial Condemnation D. Insubstantial Condemnation E. Condemnation Near End of Term F. Temporary Condemnation G. Use of Loss Proceeds H. Payments for Fee Estate I. Continuation of Lease III. FEE MORTGAGES A. Landlord s Rights B. Fee Mortgage Foreclosure C. Protection of Fee Mortgagees IV. LEASEHOLD MORTGAGES A. Tenant s Rights B. Effect of Leasehold Mortgage C. Landlord s Acknowledgment of Leasehold Mortgagee D. Future Modifications E. Further Assurances F. Effect on Landlord G. No Liability H. Foreclosure I. Recognition; Certain Obligations J. Limitation of Liability K. Termination of Leasehold Mortgagee s Rights V. OPERATIONAL PROTECTIONS FOR LEASEHOLD MORTGAGEES A. Lease Impairments B. Certain Proceedings C. Preemptive Rights D. Copies of Notices E. Governmental and Other Notices F. Tenant s Rights, Generally VI. LEASEHOLD MORTGAGEE S NOTICE AND OPPORTUNITY TO CURE A. Tenant s Cure Period Expiration Notice; Right to Cure B. Additional Time for Leasehold Mortgagee s Cure Rights C. Multiple Defaults D. Effect of Cure E. Quiet Enjoyment F. Leasehold Mortgagee s Right to Enter G. Payments by Leasehold Mortgagee H. Certain Defaults VII. NEW LEASE

2 A. Documentation and Priority B. Adjustment for Net Income C. Transfer of Certain Items D. Preservation of Former Subleases E. Landlord s Costs and Expenses F. Survival VIII. INTERACTION OF MULTIPLE ESTATES A. Fee and Leasehold Mortgages B. Interaction Between Lease and Leasehold Mortgage C. Leasehold Mortgagee s Representative D. Priorities of Multiple Mortgagees E. No Merger F. No Landlord s Lien IX. NONDISTURBANCE OF SUBTENANTS A. SNDA-Eligible Subleases B. Sublease Negotiations C. Amendments to SNDA-Eligible Subleases D. Collection of Subrent X. BANKRUPTCY A. Affecting Tenant B. Affecting Landlord XI. MISCELLANEOUS A. Notices B. Third-Party Beneficiaries C. Amendment I. DEFINITIONS Bankruptcy Sale means a sale of any property, or any interest in any property, under 11 U.S.C. 363 or otherwise in any Bankruptcy Proceeding affecting the owner of such property. Casualty Termination means a termination of this Lease because of a Substantial Casualty, when and as this Lease expressly allows such a termination. Tenant s election of a Casualty Termination shall not be effective without Leasehold Mortgagee s Consent. Condemnation means: (a) any temporary or permanent taking of (or of the right to use or occupy) any Premises by condemnation, eminent domain, or any similar proceeding; or (b) any action by any Government not resulting in an actual transfer of an interest in (or of the right to use or occupy) any Premises but creating a right to compensation, such as a change in grade of any street upon which the Premises abut. Condemnation Award means any award(s) paid or payable (whether or not in a separate award) to either party or its Mortgagee after the Commencement Date because of or as compensation for any Condemnation, including: (1) any award made for any improvements that are the subject of the Condemnation; (2) the full amount paid or payable by the condemning authority for the estate that is the subject of the Condemnation, as determined in Condemnation; (3) any interest on such award; and (4) any other sums payable on account of such Condemnation, including for any prepayment premium under any Mortgage. Condemnation Effective Date means, for any Condemnation, the first date when the condemning authority has acquired title to or possession of any Premises subject to the Condemnation. Default means any Monetary Default or Nonmonetary Default. Every covenant of Tenant under this Lease, if not performed or complied with by Tenant, shall give rise to a Default for which Tenant

3 and (except for Tenant-Specific Defaults) each Leasehold Mortgagee shall have rights to notice and opportunity to cure as this Lease provides. Depository means an Institutional Lender designated by a Leasehold Mortgagee (or, if no Leasehold Mortgage exists, then by Tenant). A Leasehold Mortgagee [that is an Institutional Lender] may designate itself or its Leasehold Mortgagee s Representative as Depository. Dispute Resolution Documents means all demands, determinations, judgments, motions, notices, papers, pleadings, stipulations, and other documents and other written communications relating to or arising from any Dispute Resolution Proceeding. Dispute Resolution Proceeding means any legal or other dispute resolution or valuation proceeding or procedure of any kind relating to this Lease or the Premises, including any: (a) litigation (including trial and appellate litigation and hearings at all levels); (b) action by Landlord to enforce any rights and remedies under, or to terminate, this Lease; (c) proceeding to determine Rent or any component of Rent or to recover, determine, or apply any Loss Proceeds; or (d) appraisal, arbitration, or mediation process or proceeding, whether or not identified as adversarial. Excluded Obligations means the following obligations to the extent (if any) contained in this Lease or any New Lease: [(u) for only months after a Foreclosure Event, any and all nonmonetary obligations or covenants, except the obligations to comply with Legal Requirements and negative covenants in this Lease;] [(v) all Tenant-Specific Obligations; (w) any obligations that have been fully performed or no longer apply; (x) for years after any Foreclosure Event under a Leasehold Mortgage or New Lease Delivery Date, any covenant to use or operate the Premises for any purpose; (y) any covenant to perform any Construction; and (z) any of the following covenants: ]. Fee Mortgage means any Mortgage: (a) that encumbers all or part of the Fee Estate; (b) that contains or incorporates by reference, and fully complies with, the Statement of Priorities (as it applies to Fee Mortgagees) and contains no provisions (and secures no document containing any provisions) inconsistent with the Statement of Priorities; (c) that otherwise complies with this Lease; (d) a copy of which (recorded or unrecorded) is promptly after execution delivered to Tenant and all Leasehold Mortgagee(s) with a certification by Fee Mortgagee that the copy is accurate and stating Fee Mortgagee s name and Notice address; and (e) that is held by a Fee Mortgagee that is [an Institutional Lender,] subject to the jurisdiction of the courts of the State and not immune from suit. Fee Mortgagee means any Mortgagee holding a Fee Mortgage. Any participant or partial assignee holding any direct or indirect interest in a Fee Mortgage shall not be deemed a Fee Mortgagee or affect Tenant in any way. Foreclosure Event means any transfer of title to any estate through any: (1) judicial or nonjudicial foreclosure; (2) trustee s sale; (3) deed, transfer, assignment, or other conveyance in lieu of foreclosure; (4) other similar exercise of rights or remedies under any Mortgage; or (5) transfer by operation of or through any Bankruptcy Proceeding (including an auction or plan of reorganization in any Bankruptcy Proceeding and any Bankruptcy Sale), in each case ( 1 through 5 ) whether the transferee is a Mortgagee, a party claiming through a Mortgagee, or a third party. For any Mezzanine Lender, a Foreclosure Event means any exercise of rights and remedies upon an Event of Default under such Mezzanine Lender s documents, including any that effectuates a change of control of Tenant. Institutional Lender means: (1) a bank (state, federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (state or federal), pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), federal or state agency regularly making or guaranteeing mortgage loans, investment bank, subsidiary of a Fortune 500 company (such as AT&T Capital Corporation or General Electric Capital Corporation), real estate mortgage investment conduit, or securitization trust; (2) any issuer of collateralized mortgage obligations or any similar investment

4 entity (provided that either (a) at least certain interests in such issuer or other entity are publicly traded or (b) such entity was or is sponsored by an entity that otherwise constitutes an Institutional Lender or has a trustee that is, or is an Affiliate of, any entity that otherwise constitutes an Institutional Lender), or any Person acting for the benefit of or on behalf of such an issuer; (3) any Person actively engaged in commercial real estate financing and having total assets (on the date when its Leasehold Mortgage is executed and delivered, or on the date of such Leasehold Mortgagee s acquisition of its Leasehold Mortgage by assignment, but excluding the value of any Leasehold Mortgage encumbering this Lease) of at least $,000,000; (4) any Person that is a wholly owned subsidiary of or is a combination of any one or more of the foregoing Persons; or (5) any of the foregoing when acting as trustee, agent, or administrative agent for other lender(s) or investor(s), whether or not such other lender(s) or investor(s) are themselves Institutional Lenders. The fact that a particular Person (or any Affiliate of such Person) is a partner, member, or other investor of the then Tenant shall not preclude such Person from being an Institutional Lender and a Leasehold Mortgagee provided that: (x) such entity has, in fact, made or acquired a bona fide loan to Tenant secured by a Leasehold Mortgage or is a Mezzanine Lender; (y) such entity otherwise qualifies as an Institutional Lender and a Leasehold Mortgagee (as applicable); and (z) at the time such entity becomes a Leasehold Mortgagee, no Event of Default exists under this Lease, unless simultaneously cured. Insubstantial Condemnation means any Condemnation except: a Substantial Condemnation or a Temporary Condemnation. Lease Impairment means any of the following, whether expressly provided for in this Lease or resulting from any future agreement between Landlord and Tenant or from the unilateral action of either: (a) cancellation, termination, surrender, acceptance of surrender, acceptance of termination, waiver, abandonment, amendment, modification, restatement, severance, or rejection of this Lease, in whole or in part; (b) subordination of this Lease to any Fee Mortgage or other encumbrance on the Fee Estate; (c) execution or modification of any encumbrance (prior to this Lease and the Leasehold Estate) affecting the Fee Estate; (d) Tenant s consent (or failure to object) to: (i) any of the foregoing; (ii) any Bankruptcy Sale of the Fee Estate; or (iii) any other matter of a material nature that requires Tenant s consent under this Lease; (e) delivery of any notice that impairs or may impair, or purports to limit the exercise of, any Leasehold Mortgagee s rights and remedies under its Leasehold Mortgage or this Lease; or (f) Tenant s exercise of any right to treat this Lease as terminated under 11 U.S.C. 365(h). Leasehold Mortgage means any Mortgage: (a) that encumbers the Leasehold Estate or any interest in the Leasehold Estate; (b) that contains or incorporates by reference, and fully complies with, the Statement of Priorities (as it applies to Leasehold Mortgagees) and contains no provisions (and secures no other document containing any provisions) inconsistent with the Statement of Priorities; (c) a copy of which (recorded or unrecorded) is promptly after execution delivered to Landlord, with a certification by Leasehold Mortgagee that the copy is accurate and stating Leasehold Mortgagee s name and Notice address; and (d) that is held by a Leasehold Mortgagee that is [an Institutional Lender,] subject to the jurisdiction of the courts of the State and not immune from suit. Leasehold Mortgagee means a Mortgagee holding a Leasehold Mortgage. Tenant may from time to time by Notice to Landlord designate as a Leasehold Mortgagee any Mezzanine Lender by giving Landlord Notice of its name and address and a copy (certified by the Mezzanine Lender as being accurate and complete) of a document evidencing such Mezzanine Lender s investment or financing. Upon Landlord s receipt of such Notice, such Mezzanine Lender shall be a Leasehold Mortgagee and shall have all rights of a Leasehold Mortgagee. If a Leasehold Mortgagee assigns its Leasehold Mortgage (or loan, investment, or other interest, in the case of a Mezzanine Lender) or changes its address, then Landlord shall not be bound by the assignment or change unless and until the affected Leasehold Mortgagee(s) has/have given Landlord Notice of the name and address of the holder of the new

5 Leasehold Mortgagee. Any participant or partial assignee holding any direct or indirect interest in a Leasehold Mortgage shall not be deemed a Leasehold Mortgagee or affect Landlord in any way. Leasehold Mortgagee s Consent for any matter that expressly refers to Leasehold Mortgagee s Consent means Leasehold Mortgagee s prior (or, at Leasehold Mortgagee s option, simultaneous or subsequent) written consent to such matter. If this Lease requires Leasehold Mortgagee s Consent for a particular matter, then Leasehold Mortgagee may withhold consent for any reason or no reason (i.e., in its sole, absolute, and unreviewable discretion) except where this Lease or the Leasehold Mortgage (or any loan document the Leasehold Mortgage secures) expressly states otherwise. When no Leasehold Mortgagee exists, references to Leasehold Mortgagee s Consent shall be disregarded. Nothing in this definition shall require Landlord to obtain (or to confirm that Tenant obtained) any consent from any Leasehold Mortgagee except where this Lease expressly requires Leasehold Mortgagee s Consent. Leasehold Mortgagee s Cure means, subject to and in accordance with this Lease, any Leasehold Mortgagee s: (a) actions taken to cure a Default, whether or not successful; and/or (b) cure of such Default. Leasehold Mortgagee s Cure Rights means all rights of Leasehold Mortgagee(s) under this Lease to effectuate any Leasehold Mortgagee s Cure. Leasehold Mortgagee s Representative means from time to time any agent, assignee, designee, nominee, or representative designated (including any such designation made after the fact with retroactive effect) by a Leasehold Mortgagee, but only if: (a) such Person is an Affiliate, full-time employee, legal counsel, or bona fide loan servicer, custodian, contractor, consultant, or collateral agent of such Leasehold Mortgagee; is another Leasehold Mortgagee; or acquired the Leasehold Estate (or any of Tenant s or Leasehold Mortgagee s rights under this Lease) through a Foreclosure Event; and (b) Landlord has received (or retroactively receives) Notice of the name and Notice address of such Person and of such Person s status as a Leasehold Mortgagee s Representative. Loss means any Casualty or Condemnation. Loss Proceeds means Condemnation Award(s) and/or Property Insurance Proceeds. Market Value of the Fee Estate or the Leasehold Estate means, as of any date of determination, the present fair market value of such estate (including the fair market value of the rights of the holder of such estate in and to any improvements) as of such date, considered: (a) as if no Loss had occurred; (b) without adjusting for any expectation of any Loss; (c) as if the Leasehold Estate had not been terminated; (d) taking into account the benefits and burdens of this Lease, the remaining Term, all Permitted Exceptions, and all other matters affecting such estate and its valuation; and (e) discounting to present value all the obligations and benefits associated with such estate (including, in the case of the Fee Estate, the Rent and Landlord s reversion). The Market Value shall be determined as if the Term: (1) were to continue until the Scheduled Expiration Date and (2) included, prospectively, all Renewal Terms except any Renewal Term for which Leasehold Mortgagee or (with Leasehold Mortgagee s Consent) Tenant Notifies Landlord that Tenant would not have exercised the Renewal Option in due course. Market Value shall be determined independently of, and without regard to, any valuation established in a Condemnation unless Tenant Notifies Landlord otherwise. Any such Notice shall not be effective without Leasehold Morgagee s Consent. Mezzanine Lender means a lender or preferred equity investor that provides bona fide financing or a bona fide preferred equity investment to Tenant, or Tenant s principals or constituent entity(ies), and receives: (a) a pledge of equity or other ownership interests of Tenant; or (b) a preferred equity or other ownership interest in Tenant. The successors and assigns of any such Person shall also be a Mezzanine Lender. Monetary Default means any failure by Tenant to: (1) pay, when and as this Lease requires, any Rent, including Additional Rent, whether to Landlord or to a third party, subject in all applicable cases