Common use of Entry Notice from Leasehold Mortgagee to Landlord Clause in Contracts

Entry Notice from Leasehold Mortgagee to Landlord. Subject to this Section, without limiting Leasehold Mortgagee’s rights (x) to commence and diligently pursue foreclosure under all the Leasehold Mortgages regarding any Lease and/or to take title to all the Leasehold Estates subject to such Lease, whether through foreclosure, deed in lieu thereof, or otherwise, and (y) enter into a New Lease with Landlord regarding the Demised Properties covered by a Lease as provided herein, Leasehold Mortgagee hereby agrees that Leasehold Mortgagee shall not enter upon any Demised Properties to remove any Personal Property therefrom unless: (a) Leasehold Mortgagee delivers to Landlord a notice stating Leasehold Mortgagee’s intention to remove any Personal Property and representing that Leasehold Mortgagee has the right to do so pursuant to a default (after any applicable notice and cure periods) under the Credit Agreement and/or Guarantee and Collateral Agreement (such notice, the “Entry Notice”); (b) Leasehold Mortgagee’s rights to enter upon the applicable Demised Properties as described above shall commence fifteen (15) days after delivery to Landlord of the Entry Notice (the last day of such fifteen (15) day period, the “Entry Commencement Date”) and shall expire forty-five (45) days after the Entry Commencement Date (such forty-five (45) day period, the “Entry Period”); (c) any entry by Leasehold Mortgagee upon any Demised Properties shall be in strict compliance with the terms of the Credit Agreement, the Guarantee and Collateral Agreement, the Leasehold Mortgages, and such Lease, as applicable; (d) Leasehold Mortgagee shall repair promptly, or cause to be repaired promptly, any damage to the Demised Properties caused by any such removal of the Personal Property (or any inspection thereof undertaken by Leasehold Mortgagee) and shall leave the applicable Demised Properties in broom clean condition; (e) any Personal Property remaining at the Demised Properties after the expiration of the Entry Period shall be deemed abandoned by Leasehold Mortgagee (and all Secured Parties) and shall become the sole property of Landlord, free and clear of any security interest or other interest of Leasehold Mortgagee or any Secured Party; and (f) Leasehold Mortgagee shall pay to Landlord prior to any entry upon the Demised Properties all Rent under the applicable Lease during the Entry Period (or, if such Lease has been terminated, all Rent that would have been applicable under such Lease during such period if such Lease were still in effect), including all Base Rent under such Lease and an amount of Additional Rent under such Lease reasonably determined by Landlord to be applicable to the Entry Period. If Leasehold Mortgagee timely delivers the Entry Notice and prior to the expiration of the Entry Period Tenant files, or any creditor or other person shall file against Tenant, any petition in bankruptcy under the Bankruptcy Code of the United States of America and a result of any such filing an order of stay is issued with respect to Tenant, the Credit Agreement, the Guarantee and Collateral Agreement and/or such Lease by the applicable bankruptcy court (a “Stay”), then provided that (i) Leasehold Mortgagee diligently takes all reasonable steps to have the Stay lifted by the applicable court as promptly as practicable, (ii) Leasehold Mortgagee has during any portion of the Entry Period occurring prior to the Stay taken all reasonable and diligent action to remove the Personal Property from the applicable Demised Properties; and (iii) Leasehold Mortgagee pays all Rent that would have been applicable under such Lease during such period if such Lease were still in effect), including all Base Rent under such Lease and an amount of Additional Rent under such Lease reasonably determined by Landlord to be applicable to such period, then the Entry Period shall be deemed tolled for the period the Stay is in effect (such that Leasehold Mortgagee shall have a total of thirty (30) days to remove the Personal Property from the applicable Demised Properties following delivery of the Entry Notice described above, not including any days where the Stay is in effect). Notwithstanding the foregoing, Leasehold Mortgagee acknowledges that it shall have no right to enter upon, or remain upon, any of the Demised Properties to remove any Personal Property from and after (1) the Notice Date whereupon Landlord exercises its option to purchase certain Restaurant Equipment under the applicable Lease as described in Section 4 (whether the Notice Date occurs before or during any Entry Period; provided that if Landlord exercises such option during the Entry Period, Landlord shall refund to Leasehold Mortgagee an equitable portion of the amounts prepaid by Leasehold Mortgagee to Landlord pursuant to subsections 5(f) and 5(iii), above); or (2) from and after the delivery by Leasehold Mortgagee to Landlord of any Waiver Notice as described in Section 7.

Entry Notice from Leasehold Mortgagee to Landlord. Subject to this Section, without limiting Leasehold Mortgagee’s rights (x) to commence and diligently pursue foreclosure under all the Leasehold Mortgages regarding any Lease and/or to take title to all the Leasehold Estates Estate subject to such Lease, whether through foreclosure, deed in lieu thereof, or otherwise, and (y) enter into a New Lease with Landlord regarding the Demised Properties Property covered by a Lease as provided herein, Leasehold Mortgagee hereby agrees that Leasehold Mortgagee shall not enter upon any Demised Properties Property to remove any Personal Property therefrom unless: (a) Leasehold Mortgagee delivers to Landlord a notice stating Leasehold Mortgagee’s intention to remove any Personal Property and representing that Leasehold Mortgagee has the right to do so pursuant to a default (after any applicable notice and cure periods) under the Credit Agreement and/or Guarantee and Collateral Agreement (such notice, the “Entry Notice”); (b) Leasehold Mortgagee’s rights to enter upon the applicable Demised Properties Property as described above shall commence fifteen (15) days after delivery to Landlord of the Entry Notice (the last day of such fifteen (15) day period, the “Entry Commencement Date”) and shall expire forty-five (45) days after the Entry Commencement Date (such forty-five (45) day period, the “Entry Period”); (c) any entry by Leasehold Mortgagee upon any Demised Properties Property shall be in strict compliance with the terms of the Credit Agreement, the Guarantee and Collateral Agreement, the Leasehold Mortgages, and such Lease, as applicable; (d) Leasehold Mortgagee shall repair promptly, or cause to be repaired promptly, any damage to the Demised Properties Property caused by any such removal of the Personal Property (or any inspection thereof undertaken by Leasehold Mortgagee) and shall leave the applicable Demised Properties Property in broom clean condition; (e) any Personal Property remaining at the Demised Properties Property after the expiration of the Entry Period shall be deemed abandoned by Leasehold Mortgagee (and all Secured Parties) and shall become the sole property of Landlord, free and clear of any security interest or other interest of Leasehold Mortgagee or any Secured Party; and (f) Leasehold Mortgagee shall pay to Landlord prior to any entry upon the Demised Properties Property all Rent under the applicable Lease during the Entry Period (or, if any such Lease has been terminated, all Rent that would have been applicable under such Lease during such period if such Lease were still in effect), including all Base Rent under such Lease and an amount of Additional Rent under such Lease reasonably determined by Landlord to be applicable to the Entry Period. If Leasehold Mortgagee timely delivers the Entry Notice and prior to the expiration of the Entry Period Tenant files, or any creditor or other person shall file against the applicable Tenant, any petition in bankruptcy under the Bankruptcy Code of the United States of America and a result of any such filing an order of stay is issued with respect to Tenant, the Credit Agreement, the Guarantee and Collateral Agreement and/or such Lease by the applicable bankruptcy court (a “Stay”), then provided that (i) Leasehold Mortgagee diligently takes all reasonable steps to have the Stay lifted by the applicable court as promptly as practicable, (ii) Leasehold Mortgagee has during any portion of the Entry Period occurring prior to the Stay taken all reasonable and diligent action to remove the Personal Property from the applicable Demised PropertiesProperty; and (iii) Leasehold Mortgagee pays all Rent that would have been applicable under such Lease during such period if such Lease were still in effect), including all Base Rent under such Lease and an amount of Additional Rent under such Lease reasonably determined by Landlord to be applicable to such period, then the Entry Period shall be deemed tolled for the period the Stay is in effect (such that Leasehold Mortgagee shall have a total of thirty (30) days to remove the Personal Property from the applicable Demised Properties Property following delivery of the Entry Notice described above, not including any days where the Stay is in effect). Notwithstanding the foregoing, Leasehold Mortgagee acknowledges that it shall have no right to enter upon, or remain upon, any of the Demised Properties Property to remove any Personal Property from and after (1) the Notice Date whereupon Landlord exercises its option to purchase certain Restaurant Equipment under the applicable Lease as described in Section 4 (whether the Notice Date occurs before or during any Entry Period; provided that if Landlord exercises such option during the Entry Period, Landlord shall refund to Leasehold Mortgagee an equitable portion of the amounts prepaid by Leasehold Mortgagee to Landlord pursuant to subsections 5(f) and 5(iii), above); or (2) from and after the delivery by Leasehold Mortgagee to Landlord of any Waiver Notice as described in Section 7.