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(a) If the Lease is rejected in connection with a bankruptcy proceeding by the Tenant or a <br />trustee in bankruptcy for the Tenant, such rejection shall be deemed an assignment by Tenant to the <br />Lender of the leasehold estate under the Lease and all of Tenant's interest under the Lease, in the nature <br />of an assignment in lieu of foreclosure, and the Lease shall not terminate and the Lender shall have all the <br />rights of the Lender under this Agreement and the Lease as if such bankruptcy proceeding had not <br />occurred unless the Lender shall reject such deemed assignment by notice in writing to Landlord within <br />thirty (30) days following rejection of the Lease by Tenant or Tenant's trustee in bankruptcy. If any court <br />of competent jurisdiction shall determine that the Lease shall have been terminated notwithstanding the <br />terms of the preceding sentence as a result of rejection by Tenant or the trustee in connection with any <br />such proceeding, the rights of Lender to a new lease from Landlord pursuant to Section 5 hereof shall not <br />be affected thereby. <br />(b) If the Lease is rejected by Landlord or by Landlord's trustee in bankruptcy: (i) Tenant <br />shall not have the right to treat the Lease as terminated except with the prior written consent of Lender; <br />and the right to treat the Lease as terminated in such event shall be deemed assigned to Lender, whether <br />or not specifically set forth in any such Leasehold Mortgage, so that the concurrence in writing of Tenant <br />and Lender shall be required as a condition to treating the Lease as terminated in connection with such <br />proceeding; and (ii) if the Lease is not treated as terminated, then the Lease shall continue in effect upon <br />all of the terms and conditions set forth herein, including rent, additional rent and all options to renew, but <br />excluding requirements that are not then applicable pertinent to the remainder of the term hereof. <br />Thereafter, Tenant or its successors shall be entitled to any offsets against rent and additional rent payable <br />hereunder for any damages arising from such rejection and any such offset properly made shall not be <br />deemed a default under the Lease. The lien of any leasehold mortgage then in effect shall extend to the <br />continuing possessory rights of Tenant following such rejection with the same priority with respect to <br />each such leasehold mortgage as it would have enjoyed had such rejection not taken place. <br />7. Casualty Insurance. All casualty insurance shall name Lender as an insured to the extent <br />of its interest and all proceeds thereof shall be paid to Lender and applied to the reduction of the <br />indebtedness then due it by Tenant; provided that if the premises, by reason of partial destruction can be <br />restored to their original condition without loss of security for the indebtedness then owing, such proceeds <br />may be applied to the costs of restoration pursuant to plans and specifications first approved in writing by <br />Lender and then by it disbursed to the reconstruction contractor as restoration work progresses on a <br />schedule satisfactory to Lender. <br />g. Condemnation. In the event of condemnation of any part or all of the premises leased, <br />the entire amount of just compensation awarded shall be applied to the secured indebtedness to the extent <br />that the security of Lender shall be deemed by it to be impaired by said taking for public use; provided, <br />however, that damages awarded for land condemned shall belong to Landlord and not be applied to the <br />secured indebtedness. <br />9. Conflicts with Ground Lease. All provisions in the Ground Lease which are in direct <br />conflict with the terms of this agreement shall be null and void with respect to the rights of the Lender as <br />set forth herein or Lender's successors in interest or purchasers at realization proceedings. Any additional <br />amendments to the Ground Lease between Landlord and Tenant shall have no force and effect unless <br />approved in writing by Lender except for periodic rental readjustments required by the Terms of the <br />Ground Lease. <br />10. Notice to Lender. All notices to be sent to Lender shall be sent to the address below, or <br />any substitute address furnished to the Landlord by Lender in writing. <br />PAGE 5 <br />SUBORDINATION OF REVERSIONARY INTEREST (ELLENSBURG) <br />12187-5487/LEGAL 124047121.2 <br />