Common use of Tenant’s Right to Encumber Clause in Contracts

Tenant’s Right to Encumber. Tenant may, at any time and from time to time during the Term, with the written consent of Landlord’s Lender, which consent shall not be unreasonably withheld, mortgage, collaterally assign or otherwise encumber any interest that Tenant has in this Lease or in the improvements located on the Premises (the “Leasehold Estate”) to any nationally recognized bank, insurance company or other institutional lender or such other lender as may be approved by Landlord (such approval not to be unreasonably withheld), herein called “Tenant’s Mortgagee” by deed of trust or mortgage or other security instrument (as applicable, the “Security Instrument” or “Mortgage”) as security for an indebtedness (“Debt”), on the further condition, with respect to all permitted financings, that: (a) The Security Instrument and all rights acquired under it shall, by its express terms, be subject to each and all of the covenants, conditions and restrictions stated in this Lease and to all rights and interests of Landlord; (b) Tenant shall deliver to Landlord (i) a complete and correct copy of the Security Instrument and all related promissory notes, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and other loan documents executed by Tenant or for Tenant’s benefit in connection therewith (the “Loan Documents”), each as fully executed and delivered, within ten (10) business days after the execution thereof, and (ii) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date or recordation and other recording information, within five business days after the date of recordation; (c) The Security Instrument shall expressly provide that any proceeds from fire or extended coverage insurance shall be used to repair or rebuild the damaged or destroyed improvements on the Premises or as otherwise expressly provided herein; (d) The Security Instrument shall contain a provision that all notices of default under the Loan Documents must be sent to Landlord and Tenant and that Landlord shall have fifteen (15) business days in which to cure any default after the time for Tenant to cure it has expired (provided that if Landlord requires possession of the Premises in order to cure the default, then Landlord shall have, in addition to such 15 day period, such further time as is needed to terminate Tenant’s right to possession of the Premises), and neither Landlord’s right to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document; (e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon as provided in Section 17; (f) No encumbrance incurred by Tenant pursuant to this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on Landlord’s fee title to the Premises or on any other interest of Landlord in the

Tenant’s Right to Encumber. Tenant may, at any time and from time to time during the Term, with the written consent of Landlord’s Lender, which consent shall not be unreasonably withheld, mortgage, collaterally assign or otherwise encumber any interest that Tenant has in this Lease or in the improvements located on the Premises (the “Leasehold Estate”) to any nationally recognized bank, insurance company or other institutional lender or such other lender as may be approved by Landlord (such approval not to be unreasonably withheld), herein called “Tenant’s Mortgagee,” by deed of trust or mortgage or other security instrument (as applicable, the “Security Instrument” or “Mortgage”) as security for an indebtedness (“Debt”), on the further condition, with respect to all permitted financings, that: (a) The Security Instrument and all rights acquired under it shall, by its express terms, be subject to each and all of the covenants, conditions and restrictions stated in this Lease and to all rights and interests of Landlord; (b) Tenant shall deliver to Landlord (i) a complete and correct copy of the Security Instrument and all related promissory notes, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and other loan documents executed by Tenant or for Tenant’s benefit in connection therewith (the “Loan Documents”), each as fully executed and delivered, within ten (10) business days after the execution thereof, and (ii) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date or recordation and other recording information, within five business days after the date of recordation; (c) The Security Instrument shall expressly provide that any proceeds from fire or extended coverage insurance shall be used to repair or rebuild the damaged or destroyed improvements on the Premises or as otherwise expressly provided herein; (d) The Security Instrument shall contain a provision that all notices of default under the Loan Documents must be sent to Landlord and Tenant and that Landlord shall have fifteen (15) business days in which to cure any default after the time for Tenant to cure it has expired (provided that if Landlord requires possession of the Premises in order to cure the default, then Landlord shall have, in addition to such 15 day period, such further time as is needed to terminate Tenant’s right to possession of the Premises), and neither Landlord’s right to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document; (e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon as provided in Section 17; (f) No encumbrance incurred by Tenant pursuant to this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on Landlord’s fee title to the Premises or on any other interest of Landlord in the

Tenant’s Right to Encumber. Tenant may, at any time and from time to time during the Term, with the written consent of Landlord’s encumber to a Lender, which consent shall not be unreasonably withheld, mortgage, collaterally assign or otherwise encumber any interest that Tenant has in this Lease or in the improvements located on the Premises (the “Leasehold Estate”) to any nationally recognized bank, insurance company or other institutional lender or such other lender as may be approved by Landlord (such approval not to be unreasonably withheld), herein called “Tenant’s Mortgagee” by deed of trust or mortgage or other security instrument instrument, Tenant’s interest under this Lease and the leasehold estate hereby created in Tenant (referred to in this Lease as applicable, the a “Security Instrument” or “MortgageLeasehold Encumbrance”) as security for any purpose or purposes without the consent of Landlord; provided, however, any Leasehold Encumbrance obtained prior to the Completion Date, nor shall such Leasehold Encumbrance be refinanced by Tenant, in either case until after the Completion Date, without the consent of Landlord. As used in this Lease, “Lender” shall mean a commercial bank, credit union or trust company (whether acting individually or in any fiduciary capacity), an indebtedness insurance company, an institutional pension or retirement fund or system, a real estate investment trust or any other person or entity with assets (capital and surplus) in excess of Five Hundred Million Dollars ($500,000,000), whose businesses include interim, construction or permanent lending secured by real estate. Notwithstanding the foregoing, Landlord hereby agrees to recognize Greater Nevada Credit Union, a domestic non-profit cooperative corporation organized under the laws of the State of Nevada, its successors and assigns (“DebtGNCU”), on and the further conditionUnited States Department of Agriculture, with respect as a “Lender” under this Lease so long as GNCU holds a Leasehold Encumbrance. Notwithstanding anything to all permitted financings, that: (a) The Security Instrument and all rights acquired under it shall, by its express terms, be subject to each and all of the covenants, conditions and restrictions stated contrary contained in this Lease and to all rights and interests of Landlord; (b) Tenant shall deliver to Landlord (i) a complete and correct copy of the Security Instrument and all related promissory notesLease, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and other loan documents executed by Tenant or for Tenant’s benefit in connection therewith (the “Loan Documents”), each as fully executed and delivered, within ten (10) business days after the execution thereof, and (ii) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date or recordation and other recording information, within five business days after the date of recordation; (c) The Security Instrument shall expressly provide that any proceeds from fire or extended coverage insurance shall be used to repair or rebuild the damaged or destroyed improvements on the Premises or as otherwise expressly provided herein; (d) The Security Instrument shall contain a provision that all notices of default under the Loan Documents must be sent to Landlord and Tenant and that Landlord shall have fifteen (15) business days in which to cure any default after the time for Tenant to cure it has expired (provided that if Landlord requires possession of the Premises in order to cure the default, then Landlord shall have, in addition to such 15 day period, such further time as is needed to terminate Tenant’s right to possession of the Premises), and neither Landlord’s right to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document; (e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon as provided in Section 17; (f) No encumbrance no Leasehold Encumbrance incurred by Tenant pursuant to in accordance with this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that willshall, constitute in any way a lien or encumbrance on Landlord’s fee title interest in the Premises. Any Leasehold Encumbrance shall be subject to all covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Landlord, unless and to the Premises extent expressly provided in this Article 6. Tenant shall give Landlord prior written notice of any Leasehold Encumbrance, together with a copy of the deed of trust, mortgage, or on any other security interest of Landlord in theevidencing the Leasehold Encumbrance.

Tenant’s Right to Encumber. Provided that no Event of Default by Tenant mayis outstanding and no event which, with the giving of notice or passage of time or both would constitute an Event of Default by Tenant under this Lease, Tenant is hereby given the right (exercisable at any time and from time to time during the Termtime) by Landlord, with the written consent of in addition to any other rights herein granted, without Landlord’s Lenderprior written consent, which consent shall not be unreasonably withheldapproval or authorization, mortgageto hypothecate, collaterally assign pledge, encumber or otherwise encumber any mortgage its interest that Tenant has in this Lease or Lease, the leasehold estate in the improvements located on the Premises created hereby, or any part or parts thereof or interest therein, and/or its interest in any sublease(s), under one or more leasehold mortgage(s) in favor of a bona fide lender for value (the “Leasehold Estate”) to any nationally recognized bank, insurance company or other institutional lender or such other lender as may be approved by Landlord (such approval not to be unreasonably withheld), herein called “Tenant’s Mortgagee” by deed of trust or mortgage or other security instrument (as applicable, the “Security Instrument” or “Mortgage”) and to assign such interest in this Lease, the leasehold estate in the Premises created hereby, or any part or parts thereof or interest therein, and/or in any sublease(s), as collateral security for an indebtedness (“Debt”such Leasehold Mortgage(s), on upon the further conditioncondition that (i) Tenant shall have no power or authority whatsoever to encumber Landlord’s fee interest in the Property in any manner, with respect to all permitted financings, that: (aii) The Security Instrument and all rights acquired under it such Leasehold Mortgage(s) shall, by its express termsexcept as expressly provided in this Article 18, be subject to each and all of the covenants, conditions and restrictions stated set forth in this Lease Lease, and to all rights and interests of Landlord; Landlord herein, (biii) Tenant no Leasehold Mortgage shall deliver to Landlord (i) a complete and correct copy of the Security Instrument and all related promissory notes, loan agreements, security agreements, indemnity agreements, guarantees, financing statements and encumber any interest in real property other loan documents executed by Tenant or for than Tenant’s benefit interest in connection therewith (this Lease, the “Loan Documents”leasehold estate in the Premises created hereby, or any part or parts thereof or interest therein, and/or its interest in any sublease(s), each as fully executed and delivered, within ten (10) business days after the execution thereof, and (iiiv) a complete and correct of the recorded Security Instrument, conformed by the recorder to show the date loan documents evidencing or recordation and other recording information, within five business days after the date of recordation; (c) The Security Instrument securing such Leasehold Mortgage shall expressly provide that any proceeds from fire or extended coverage insurance shall be used to repair or rebuild the damaged or destroyed improvements on the Premises or as otherwise expressly provided herein; (d) The Security Instrument shall contain a provision that all notices of default under the Loan Documents thereunder must be sent delivered concurrently to Landlord and Tenant and that Landlord shall have fifteen (15) business days in which the right, but not the obligation, to cure any default after thereunder if Tenant fails to do so within the time period permitted for cure thereof by Tenant. None of the covenants, conditions or restrictions set forth in this Lease, or any of the rights and interests of Landlord herein, is or shall be waived by Landlord by reason of the right given to Tenant to cure it has expired (mortgage such interest in this Lease, except as expressly provided that if Landlord requires possession herein. The holder of any Leasehold Mortgage upon the Premises leasehold estate created by this Lease, and/or in order to cure the default, then Landlord shall have, in addition to such 15 day period, such further time as is needed to terminate Tenant’s right interest and estate in any Improvements, shall be referred to possession of herein as the Premises), “Leasehold Mortgagee” and neither Landlord’s right shall be entitled to cure any default nor any exercise of such right shall constitute an assumption of liability under any Loan Document; (e) Tenant shall immediately reimburse Landlord for the cost of any default cured by Landlord with interest thereon rights and benefits as provided in Section 17; (f) No encumbrance incurred by Tenant pursuant to this Section or otherwise shall, and Tenant shall not have power to incur any encumbrance that will, constitute in any way a lien or encumbrance on Landlord’s fee title to the Premises or on any other interest of Landlord in theherein.