Common use of Non-Monetary Default Clause in Contracts

Non-Monetary Default. If the default is of a non-monetary nature, each Junior Lender shall have the same period of time as Borrower under the Senior Loan Documents to cure such non-monetary default as if the first notice to Borrower of the same was the date of giving of a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced within the initial cure period set forth in the Senior Loan Documents and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”), if a Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral, as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Default, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Default, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Default, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Borrower (including, with respect to a Senior Loan Uncurable Default, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2) and (3) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1), (2), (3), (4) and (5) above are satisfied.

Non-Monetary Default. If Upon the default is occurrence of a non-monetary natureany Event of Default itemized in Section 10.1 (other than (a), each Junior Lender (b) and (c), Landlord may give written notice of such Event of Default to Tenant, and in such event, Tenant shall have immediately upon the same period giving of time as Borrower under the Senior Loan Documents such written notice and continually and diligently thereafter, pursue Tenant's obligations in question and seek to cure such non-monetary default as if the first notice to Borrower Event of the same was the date of giving of a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced within the initial cure period set forth in the Senior Loan Documents and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”), if a Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral, as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Default, then such Junior Lender but in any event Tenant shall be given an additional period have a maximum of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as ninety (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Default, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (6090) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Default, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Borrower (including, with respect to a Senior Loan Uncurable Default, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2) and (3) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary defaultcomplaint of Event or Events of Default. Upon of the failure of Tenant to cure any Event of Default within the time herein before provided, or if Tenant shall fail to diligently and continually seek to remedy any complaint of Event of Default (other than (a) or (b) or (c) of Section 10. 1. Landlord may declare the rights of Tenant under this Lease terminated and at an end by giving written notice of such other Junior Lenders termination of Tenant's rights to Tenant and Tenant shall thereupon immediately quit and surrender the Leased Premises to Landlord, remaining liable, nevertheless, to Landlord as hereinafter provided Upon Landlord's termination of Tenant's rights hereunder, landlord shall be entitled to succeed apply the security deposit specified in Section 1.1(n) hereof to its own purposes without thereby diminishing or affecting any of Tenant's obligations hereunder for the payment of Minimum Rent or Percentage Rent or other charges, the Landlord may immediately, or at any time thereafter, reenter the Leased Premises and remove all persons and all or any property therefrom, by any suitable action or proceeding at law, or otherwise, without being liable for any prosecution therefor or damages resulting therefrom, and repossess and enjoy the Leased Premises, together with all additions, alterations and improvements, to which remedies and acts Tenant specifically consents. In the event of such reentry, Landlord may, at its option, repair, alter, remodel and change the character of the Leased Premises as it may deem fit, and at any time release the Leased Premises or any part or parts thereof, as the agent of Tenant or otherwise. The exercise by Landlord of any right granted hereunder shall not relieve Tenant from the obligation to make all payments of Minimum Rent, Percentage Rent or other charges, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein Tenant throughout the remainder of the Term hereof shall pay Landlord, no later than the last day of each month during the Term, and then current excess, if any, of the sum of the unpaid rentals and costs to Landlord resulting from such default by Tenant over the proceeds, if any, received by Landlord from a reletting of Leased Premises, if any Landlord shall not be required to relet the Leased Premises nor exercise any other right granted to Landlord hereunder, nor shall Landlord be under any obligation to minimize Tenant's loss as a result of Tenant's default. If Landlord attempts to relet the Leased Premises, Landlord shall be the sole judge as to whether or not a proposed tenant is suitable and acceptable. Recovery of possession for the account of Tenant shall not waive or impair Landlord's absolute right to thereafter terminate this Lease at any time without further notice to Tenant In addition to the foregoing rights and remedies of the Landlord upon termination of Tenant's rights under the existing NonLease the landlord shall have the option to accelerate all current and future monetary obligations of the Tenant, including remaining installments of rent, and such accelerated amounts, less the fair rental value of the premises for the residue of the term, shall be construed as liquidated damages and shall constitute a debt provable in bankruptcy or receivership. For purposes of this subparagraph, "fair rental value" for the premises shall be deemed to be, at any time during the term of this Lease, seventy-Monetary Cure Period, upon written notice to five Percent (75%) of the Senior Lender, so long minimum rent as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and provided in Article 1. Such accelerated unpaid rent shall accrue interest at the other conditions set forth highest rate allowed by law until paid in clauses(1), (2), (3), (4) and (5) above are satisfiedfull.

Non-Monetary Default. If the default is of a non-monetary naturenature (for so long as such non-monetary default is not caused by a Proceeding of or involving Senior Borrower or during such Non-Monetary Cure Period a Proceeding of or involving Senior Borrower does not occur), each Junior Lender shall have until the same period later of time as Borrower under (a) ten (10) Business Days from the receipt (or deemed receipt) of the Senior Loan Documents Default Notice and (b) the expiration of the Senior Borrower’s cure period to cure such non-monetary default as if the first notice to Borrower of the same was the date of giving of (a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced by such Junior Lender within the initial cure period set forth in the Senior Loan Documents Non-Monetary Cure Period and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”)cure, if a Junior Lender shall be diligently pursuing the foreclosure of its Equity CollateralCollateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Defaultnon-monetary default as described above that is not susceptible of cure, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Defaultnot susceptible to cure, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and and, if applicable, after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default default, and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency Proceeding of or assignment for the benefit of creditors of involving Senior Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency Proceeding of or assignment for the benefit of creditors of involving Senior Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Senior Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Senior Borrower (including, with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Senior Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2), (3), (4) and (35) above during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period or Extended Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1clauses (1), (2), (3), (4) and (5) above are satisfied.

Non-Monetary Default. If the default is of a non-monetary naturenature (for so long as such non-monetary default is not caused by a Proceeding of Senior Borrower or during such Non-Monetary Cure Period (as defined herein) a Proceeding of Senior Borrower does not occur), each Junior Lender shall have until the same period later of time as Borrower under (a) ten (10) Business Days from the receipt (or deemed receipt) of the Senior Loan Documents Default Notice and (b) the expiration of the Senior Borrower's cure period to cure such non-monetary default as if the first notice to Borrower of the same was the date of giving of (a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“"Non-Monetary Cure Period”"); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced by such Junior Lender within the initial cure period set forth in the Senior Loan Documents Non-Monetary Cure Period and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”)cure, if a Junior Lender shall be diligently pursuing the foreclosure of its Equity CollateralCollateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Defaultnon-monetary default as described above that is not susceptible of cure, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s 's regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s 's Equity Collateral or is a Senior Loan Uncurable Defaultnot susceptible to cure, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit Proceeding of creditors of Senior Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit Proceeding of creditors of Senior Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Senior Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “"Extended Non-Monetary Cure Period”"). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Senior Borrower (including, with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Senior Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2), (3), (4) and (35) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s 's cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ ' earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1clauses (1), (2), (3), (4) and (5) above are satisfied.

Non-Monetary Default. If the default is of a non-monetary nature, each Junior Lender shall have the same period of time as Borrower under the Senior Loan Documents to cure such non-monetary default as if the first notice to Borrower of the same was the date of giving of a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“Except for those Non-Monetary Cure Period”); provided, however, if such non-monetary default Defaults set forth below which cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced within the initial cure period set forth in the Senior Loan Documents and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”)30 days, if a Junior Lender Non-Monetary Default shall occur and the Non-Monetary Default shall continue and not be diligently pursuing remedied by Tenant within 30 days after Landlord shall have delivered to Tenant a Notice describing the foreclosure of its Equity Collateralsame in reasonable detail, as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Default, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such nona Non-monetary default (or with respect to a Senior Loan Uncurable Default, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature Monetary Default that cannot with due diligence be cured within 30 days from such sixty Notice, if Tenant shall not (60x) within 30 days without ownership from Landlord's Notice advise Landlord of Tenant's intention to take all reasonable steps necessary to remedy such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Non-Monetary Default, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues (y) duly commence the cure of such nonNon-monetary default Monetary Default within such period, and such non-monetary default does not materially impair then diligently prosecute to completion the value, use or operation remedy of the PremisesNon-Monetary Default and (z) complete such remedy within a reasonable time under the circumstances. Non-Monetary Defaults shall include, all as determined in the reasonable judgment of Senior Lenderwithout limitation, (4a) such non-monetary default is not caused by a bankruptcy, insolvency or if Tenant shall make an assignment for the benefit of creditors its creditors; (b) if any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of Borrower the United States or during such Non-Monetary Cure Period a of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency or assignment for the benefit of creditors of Borrower does not occurproceedings, and Tenant shall thereafter be adjudicated bankrupt, or if such proceedings shall not be dismissed within ninety (590) during days after the institution of the same; or if any such Non-Monetary Cure Periodpetition shall be so filed by Tenant or a liquidator; (c) if, with respect in any proceeding, a receiver, receiver and manager, trustee or liquidator be appointed for all or any portion of Tenant's property, and such receiver, receiver and manager, trustee or liquidator shall not be discharged within ninety (90) days after the appointment of such receiver, receiver and manager, trustee or liquidator; (d)Tenant shall fail to perform any covenant required by the Distribution Agreement which failure shall continue beyond such non-monetary default (and any additional period of time cure periods, if any, as are provided for above), there is no further material adverse effect on Borrower, in such Distribution Agreement; or (e) a default under any Third Party Lease or under the Senior Loan or the value, provisions of a Fee Mortgage which affect Tenant's use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Borrower (including, with respect to a Senior Loan Uncurable Default, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2) and (3) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1), (2), (3), (4) and (5) above are satisfiedPremises.

Non-Monetary Default. If the default is of a non-monetary naturenature (for so long as such non-monetary default is not caused by a Proceeding of Senior Borrower or during such Non-Monetary Cure Period (as defined herein) a Proceeding of Senior Borrower does not occur), each Junior Lender shall have until the same period later of time as Borrower under (a) ten (10) Business Days from the receipt (or deemed receipt) of the Senior Loan Documents Default Notice and (b) the expiration of the Senior Borrower’s cure period to cure such non-monetary default as if the first notice to Borrower of the same was the date of giving of (a Senior Loan Default Notice with respect thereto (if such date is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced by such Junior Lender within the initial cure period set forth in the Senior Loan Documents Non-Monetary Cure Period and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”)cure, if a Junior Lender shall be diligently pursuing the foreclosure of its Equity CollateralCollateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Defaultnon-monetary default as described above that is not susceptible of cure, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Defaultnot susceptible to cure, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit Proceeding of creditors of Senior Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit Proceeding of creditors of Senior Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Senior Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Senior Borrower (including, with respect to a Senior Loan Uncurable Defaultnon-monetary default that is not susceptible of cure, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Senior Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2), (3), (4) and (35) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1clauses (1), (2), (3), (4) and (5) above are satisfied.

Non-Monetary Default. If Upon the default is occurrence of a non-monetary nature, each Junior Lender any Default (other than 13.01 (f)) Landlord may give written notice of such Event of Default to Tenant and in such event Tenant shall have immediately upon the same period giving of time as Borrower under the Senior Loan Documents such written notice and continually and diligently thereafter pursue Tenant's obligations in question and seek to cure such non-monetary default as if the first notice to Borrower Event of the same was the date Default but in any event Tenant shall have a maximum of giving of a Senior Loan Default Notice with respect thereto Ten (if such date is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced within the initial cure period set forth in the Senior Loan Documents and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”), if a Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral, as determined in the reasonable judgment of the Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Default, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Default, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (6010) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Default, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Borrower (including, with respect to a Senior Loan Uncurable Default, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2) and (3) above during a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary defaultcomplaint of Event or Events of Default. Upon the failure of Tenant to cure any Event of Default within the time hereinbefore provided, or if Tenant shall fail to diligently and continually seek to remedy any complaint of Event of Default (other than 13.01 (f) ), Landlord may declare the rights of Tenant under this Lease terminated and at an end by giving written notice of such other Junior Lenders termination of Tenant's rights to Tenant and Tenant shall thereupon immediately quit and surrender the Leased Premises to Landlord remaining liable, nevertheless, to Landlord as hereinafter provided. Upon Landlord s termination of Tenant's rights hereunder, Landlord shall be entitled to succeed apply the security deposit specified in Section 2.03 hereof to its own purposes without thereby diminishing or affecting any of Tenant's obligations hereunder for the payment of Minimum Rent or Percentage Rent or other charges, and Landlord may immediately, or at any time thereafter re-enter the Demised Premises and remove all persons and all or any property therefrom by any suitable action or proceeding at law, or otherwise, without being liable for any prosecution therefore; or damages resulting therefrom and repossess and enjoy the Demised Premises, together with all additions, alterations and improvements, to which remedies and acts Tenant specifically consents. In the event of such re-entry, Landlord may, at its option, repair, alter, remodel and change the character of the Demised Premises as it may deem fit, and at any time re-let the Demised Premises or any part or parts thereof, as the agent of Tenant or otherwise. The exercise of Landlord of any right granted hereunder shall not relieve Tenant from the obligation to make all payments of Minimum Rent, Percentage Rent or other charges, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein. Tenant throughout the remainder of the Term hereof shall pay Landlord, no later than the last day of each month during the term, the then current excess, if any of the sum of the unpaid rentals and costs to Landlord resulting from such default by Tenant over the proceeds, if any, received by Landlord from a re-letting of the Demised Premises, if any. Landlord shall not be required to re-let the Demised Premises nor exercise any other right granted to Landlord hereunder, nor shall Landlord be under any obligation to minimize Tenant's loss as a result of Tenant’s default. If Landlord attempts to re-let the Demised Premises, Landlord shall be the sole judge as to whether or not a proposed Tenant is suitable and acceptable. Recovery of possession for the account of Tenant shall not waive or impair Landlord’s absolute right to thereafter terminate this Lease at any time without further notice to Tenant. In addition to the foregoing rights and remedies of the Landlord upon termination of Tenant’s rights under the existing Non-Monetary Cure PeriodLease, upon the Landlord shall have the option to accelerate all current and future monetary obligations of the Tenant, including remaining installments of rent and such accelerated amounts shall be construed as liquidated damages and shall constitute a debt provable in bankruptcy or receivership. Such accelerated unpaid rent shall accrue interest at the highest rate allowed by law until paid in full. This Section 13.02 shall apply to any renewal or extension of this Lease, and if Tenant shall default hereunder prior to the date fixed as the commencement of any renewal or extension of the Lease, Landlord may cancel such renewal or extension agreement by ten (10) days written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1), (2), (3), (4) and (5) above are satisfiedTenant.

Non-Monetary Default. If the default is of a non-monetary natureEvent of Default occurs under the terms of any of the Loan Documents, each Junior prior to exercising any remedies thereunder, Lender shall give Borrower and the Limited Partner simultaneous written notice of such Event of Default. If the Event of Default is reasonable capable of being cured within thirty (30) days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the same Loan Documents, or such longer period of time as Borrower under may be specified in the Senior Loan Documents to cure Documents. If the Event of Default is such non-monetary default as if the first notice to Borrower of the same was the date of giving of a Senior Loan Default Notice with respect thereto (if such date that it is after the date on which Borrower is so notified) (“Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be capable of being cured within thirty (30) days or such longer period or if no cure period is provided andso specified, and if applicableBorrower (a) initiates corrective action within said period, curative action was commenced within the initial cure period set forth and (b) diligently, continually, and in the Senior Loan Documents and, if there is good faith works to effect a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure and does not materially impair the value, use or operation of the Premises taken as a whole, all soon as determined in the reasonable judgment of Senior Lender (an “Senior Loan Uncurable Default”), if a Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral, as determined in the reasonable judgment of the Senior Lender)possible, then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such Senior Loan Uncurable Default, then such Junior Lender shall be given an additional period of time only as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a Senior Loan Uncurable Default, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s Equity Collateral or is a Senior Loan Uncurable Default, in which case such Junior Lender Borrower shall have such additional time as is agreed to in writing by Lender to cure the Event of Default prior to exercise of any remedies by Lender. If Borrower fails to take corrective action or to cure the Event of Default within a reasonable time, Lender shall give Borrower and the Limited Partner written notice thereof, whereupon the Limited Partner may remove and replace the General Partner with a substitute General Partner reasonably necessary acceptable to gain ownership Lender who shall effect a cure within a reasonable time thereafter in accordance with the foregoing provisions. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure an Event of its Equity Collateral, provided that such Junior Lender Default or the Event of Default is continuously and diligently pursuing not cured within sixty (60) days after the ownership of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default and such non-monetary default does not materially impair the value, use or operation first notice of the PremisesEvent of Default is given, all as determined in the reasonable judgment of Senior Lender, (4) or such non-monetary default is not caused by a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower or during such Non-Monetary Cure Period a bankruptcy, insolvency or assignment for the benefit of creditors of Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional longer period of time provided for above), there is no further material adverse effect on Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined may be specified in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Borrower (including, with respect to a Senior Loan Uncurable Default, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfiedDocuments. Notwithstanding the foregoing, if it shall not be a Junior Lender abandons its cure efforts during a Nonnon-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy monetary Event of Default under the terms of any of the conditions set forth in clauses (1), (2) and (3) above during Loan Documents if any guarantor defaults on an obligation to a Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the other conditions set forth in clauses(1), (2), (3), (4) and (5) above are satisfiedthird party.