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obligation to discharge any lien or other encumbrance ranking junior in priority to Lender's Leasehold Mortgage); and (iii) unless enjoined or stayed, takes steps to acquire or sell Tenant's interest under the Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecutes the same to completion with reasonable diligence and continuity. If the default specified in the notice is cured and Lender discontinues such foreclosure proceedings, the Lease shall continue in full force and effect as if Tenant had not defaulted. Nothing ifi this Section 4 shall be construed to extend the Lease beyond the term specified in Section 3 of the Lease. Nothing herein contained shall require Lender or its designee as a condition to its exercise of right hereunder to cure any default of Tenant not reasonably susceptible of being cured by Lender or its designee in order to comply with the provisions of this Section 4 or as a condition of entering into the New Lease provided for by Section 5. No default, the cure of which, and no obligation of Tenant, the performance of which, requires possession of the Premises shall be deemed reasonably susceptible of cure or performance by Lender or successor to Tenant's interest under the Lease or a New Lease not in possession of the Premises, provided such holder is complying with the requirements described in this Section 4, nor shall Lender be required to cure the bankruptcy, insolvency, or any related or similar condition of Tenant. 5. New Lease. In the event of the termination of the Lease as a result of Tenant's default or Tenant's failure to exercise a renewal option, Landlord shall, in addition to providing the notices as required by Section 4, provide Lender with written notice that the Lease has been terminated, together with a statement of all sums which would at the time be due under the Lease but for such termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease ("New Lease") of the Premises with the Lender or its designee for the remainder of the term of the Lease, as of the date of termination, at the rent and additional rent, and upon the terms, covenants, and conditions (including all options to renew but excluding requirements which are not applicable or which have already been fulfilled) of the Lease, provided: (i) Lender shall make written request upon Landlord for such New Lease within ninety (90) days after the date such Lender receives Landlord's Notice of Termination of the Lease given pursuant to this Section 5; (ii) Lender or its designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which are at the time of execution and delivery thereof due pursuant to the Lease regardless of such termination and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; provided that upon execution of such New Lease, Landlord shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 5 or under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the date of termination of the Lease to the date of the beginning of the term of such New Lease; iii Lender or its designee shall agree to remedy any of Tenant's defaults of which said Lender was notified by Landlord's Notice of Termination and which are reasonably susceptible of being so cured by Lender or its designee; (iv) any New Lease made pursuant to this Section 5 shall be prior to any mortgage or other lien, charge or encumbrance on the fee of the Premises, and the tenant under such New Lease shall have the same right, title and interest in and to the Premises and the buildings and improvements thereon as Tenant had under the Lease; and (v) the tenant under any such New Lease shall be liable to perform the obligations imposed on the tenant by such New Lease only during the period such person has ownership of such Leasehold Estate. 6. Bankruptcy. In the event of any proceeding by either Landlord or Tenant under the United States Bankruptcy Code (Title I I U.S.C.) as now or hereafter in effect ("Bankruptcy Code"): SUBORDINATION OF REVERSIONARY INTEREST (ELLENSBURG) PAGE 4 12187-5487/LEGAL 124047121.2