ON TENANT'S LEASEHOLD INTEREST UNDER
THIS LEASE AGREEMENT OR THE GROUND LEASE AGREEMENT OR ON TENANT'S LEASEHOLD
INTEREST IN THE LEASED PROPERTY OR THE LAND OR CAPITAL ADDITION, UNLESS (A) THE
LEASEHOLD MORTGAGEE OR LENDER HAS ENTERED INTO A NON-DISTURBANCE AGREEMENT WITH
THE LANDLORD UPON TERMS
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AND CONDITIONS REASONABLY ACCEPTABLE TO LANDLORD AND TENANT INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING: (I) LANDLORD SHALL HAVE THE RIGHT (BUT NOT THE
OBLIGATION) TO ASSUME SUCH FINANCING OR SECURITY AGREEMENT UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT BY TENANT UNDER THIS LEASE AGREEMENT, (II) THE LEASEHOLD
MORTGAGEE OR LENDER SHALL NOTIFY LANDLORD OF ANY DEFAULT BY TENANT UNDER THE
LEASEHOLD MORTGAGE OR SECURITY AGREEMENT AND GIVE LANDLORD A REASONABLE
OPPORTUNITY TO CURE SUCH DEFAULT, AND (III) LANDLORD SHALL HAVE THE RIGHT TO
ASSIGN ITS RIGHTS UNDER THE LEASEHOLD MORTGAGE, SECURITY AGREEMENT, OR
NON-DISTURBANCE AGREEMENT, AND (B) TENANT SHALL, WITHIN THIRTY (30) DAYS AFTER
RECEIPT OF AN INVOICE FROM LANDLORD, REIMBURSE LANDLORD FOR ALL REASONABLE COSTS
AND EXPENSES INCURRED IN REVIEWING THE LEASEHOLD MORTGAGE, SECURITY AGREEMENT,
AND NON-DISTURBANCE AGREEMENT INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES,
EXPENSES AND COSTS.
9.10
FINANCINGS OF CAPITAL ADDITIONS TO ADJACENT LAND OF LEASED
PROPERTY.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE CONTRARY,
TENANT SHALL HAVE THE RIGHT TO INDEPENDENTLY CONDUCT ADDITIONAL DEVELOPMENT
(INCLUDING, BUT WITHOUT LIMITATION, DEVELOPMENT THAT INCLUDES THE CONSTRUCTION
AND OPERATION OF PROJECTS OR FACILITIES THAT ARE COMPETITIVE WITH THE PROJECT
AND THE FACILITY) ON PROPERTY ADJACENT TO OR NEAR THE LAND IF IT SHOULD SO
ELECT, WITHOUT ANY OBLIGATION ON THE PART OF TENANT TO NOTIFY LANDLORD OF SUCH
DEVELOPMENT OR TO PROVIDE ANY RIGHT TO LANDLORD TO PARTICIPATE IN SUCH
DEVELOPMENT.
ARTICLE X
DEFAULTS AND REMEDIES
10.01
EVENTS OF DEFAULT.
(A)
TENANT DEFAULTS.
THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING SHALL BE AN EVENT OF DEFAULT (EACH, AN "EVENT OF DEFAULT") HEREUNDER:
(I)
TENANT FAILS TO MAKE PAYMENT WHEN DUE OF ANY INSTALLMENT OF RENT
PAYABLE BY TENANT TO LANDLORD UNDER THIS LEASE AGREEMENT AND SUCH FAILURE SHALL
CONTINUE FOR TEN (10) CALENDAR DAYS AFTER WRITTEN NOTICE OF SUCH FAILURE IS
GIVEN TO TENANT BY LANDLORD;
(II)
TENANT FAILS, FOR THE THIRD OR SUBSEQUENT TIME WITHIN A GIVEN
CALENDAR YEAR, TO MAKE PAYMENT WHEN DUE OF ANY INSTALLMENT OF RENT PAYABLE BY
TENANT TO LANDLORD UNDER THIS LEASE AGREEMENT;
(III)
TENANT FAILS TO OBSERVE AND PERFORM, IN ANY MATERIAL RESPECT, ANY
OTHER MATERIAL COVENANT, CONDITION OR AGREEMENT UNDER THIS LEASE AGREEMENT TO BE
PERFORMED BY TENANT (EXCEPT THOSE DESCRIBED IN SECTION 10.01(A)(I) OF THIS LEASE
AGREEMENT) THAT IS NOT CURED WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT OF
WRITTEN NOTICE FROM LANDLORD; PROVIDED, HOWEVER, THAT IF SUCH DEFAULT CANNOT BE
CURED WITHIN SUCH THIRTY (30) DAY PERIOD THROUGH THE USE OF DILIGENT EFFORTS,
SUCH PERIOD SHALL BE EXTENDED FOR SO LONG AS TENANT CONTINUES TO EXERCISE
DILIGENT EFFORTS TO CURE SUCH DEFAULT;
(IV)
IF TENANT: (A) ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS
GENERALLY AS THEY BECOME DUE, (B) FILES