Common use of Leasehold Estate Clause in Contracts

Leasehold Estate. (9.1) As set forth above, pursuant to the terms of the Sublease, Borrower holds a sub-leasehold estate in the Premises (defined above as the "Sub-leasehold Estate"). (9.2) Borrower hereby represents, and warrants that at the delivery hereof it is the lawful owner of the Sub-leasehold Estate, and it is seized of a good and indefeasible estate therein, free and clear of all liens and encumbrances whatsoever. (9.3) Borrower covenants and agrees to pay or cause to be paid all rents, additional rents and other charges mentioned in and made payable under the Sublease when and as often as the same shall become due and payable. (9.4) Borrower hereby represents, covenants, and warrants: (a) the Sublease is in full force and effect and unmodified except as reflected in copies of the Sublease and related documentation which have been delivered to Lender; (b) all rents, including additional rents and other charges, reserved in the Sublease have been paid to the extent they were payable prior to the date hereof; (c) the Borrower will warrant and defend the Sub-leasehold Estate against each and every person or persons who may claim the same or any part thereof; (d) there is no existing default by Borrower under the provisions of the Sublease or in the performance of any of the terms, covenants, conditions or warranties thereof on the part of the Borrower to be observed and performed, and Borrower's execution and delivery of this Leasehold Mortgage and the other Loan Documents will not violate or cause a default with respect to any of the provisions of the Sublease; and (e) to the best of Borrower's knowledge, the Landlord under the Sublease (Westwood Foundation) is not in default of any landlord obligations imposed under the Sublease. (9.5) The Borrower will at all times promptly and faithfully keep and perform, or cause to be kept and performed, all of the covenants and conditions in the Sublease and in all respects conform to and comply with the terms and conditions of the Sublease, and the Borrower further covenants that it will not allow or permit any action or inaction which would impair or tend to impair the security of this Leasehold Mortgage, or otherwise would be grounds for declaring a forfeiture of the Sublease. Borrower shall not transfer, sell, assign or the Sublease any or all of its Sub-leasehold Estate or other interest in the Premises without the express, written consent of Lender. Borrower hereby covenants that it will not materially modify or amend any provision or term of the Sublease without the prior written consent of Lender, that Borrower will not waive, excuse or release the landlord under the Sublease from any of the obligations or covenants under the Sublease without the prior written consent of Lender, that Borrower will enforce all of the terms of the Sublease, and that Borrower will not cancel or terminate the Sublease without the prior written consent of Lender. (9.6) Borrower does by these presents expressly release, relinquish and surrender unto the Lender all its right, power and authority to cancel, surrender, amend, modify or alter in any way the terms and provisions of the Sublease, and any attempt on the part of Borrower to exercise any such right without the written authority and consent of Lender being first had and obtained shall constitute a default under the terms hereof, and the entire indebtedness secured hereby shall at the option of the Lender become due and payable forthwith and without notice. (9.7) The Borrower agrees that if Borrower acquires a fee simple, any other greater estate, or the leasehold interest in the Premises at any time prior to the payment of the indebtedness secured by this Leasehold Mortgage, then the lien of this Leasehold Mortgage, without further act or deed, shall automatically become a lien on the fee simple, or other greater estate, or leasehold interest, held by Borrower. To the extent that Borrower has or may acquire any rights or options to renew or extend the term of the Sublease, or to purchase any right, title or interest in or to all or any portion of the Premises, Borrower shall exercise any or all of such rights or options in accordance with such directions as Lender may, from time to time, give to Borrower, and Borrower hereby constitutes and appoints Lender its true and lawful attorney in fact, coupled with an interest, of Borrower, to exercise any and all such rights and options of Borrower, and to perform such other or further acts, execute such documents and instruments, and pay or advance such sums as Lender may deem appropriate in connection therewith in the event that Borrower at any time, or from time to time, fails or refuses to exercise any such rights or options in accordance with any directions given by Lender hereunder. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Lender, its successors and assigns so long as this Leasehold Mortgage remains in force or any sum due in respect of the Indebtedness remains outstanding, and Borrower warrants that it has not and will not take any action which would in any way impair its rights, or Lender's rights and powers hereunder, to exercise any such rights or options. Borrower will give written notice to Lender one (1) month prior to any date on which Borrower is required or permitted to exercise any right or option under the Sublease to extend the term of the Sublease or to purchase the Premises or any part thereof, and, unless Lender agrees in writing to the contrary, Borrower will take all actions necessary or appropriate to preserve and protect, for the benefit of Lender, the Sub-leasehold Estate and all of Borrower's rights, options, privileges and interests in and to the Premises. Unless Lender shall otherwise expressly consent in writing, the fee title to the property or any part thereof covered by the Sublease and the Sub-leasehold Estate created thereby shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in the landlord or in the tenant thereunder, in Lender or in a third party by purchase or otherwise. (9.8) Borrower shall immediately notify Lender in writing of any default by the Landlord which Borrower has knowledge of under the Sublease in the performance or observance of any of the terms, covenants or conditions on the part of such Landlord to be performed or observed thereunder. Further, Borrower shall immediately advise Lender in writing of the giving of any notice by the Landlord of any claimed default of Borrower in the payment, performance or observance of any of the terms, covenants or conditions contained in the Sublease, and deliver a true copy of each such notice to Lender. Any reference to “Landlord” in this Article shall refer to Westwood Foundation (9.9) Borrower shall immediately notify Lender in writing in the event of the initiation of any litigation affecting the Sublease, and (a) Lender shall have the right to enter such litigation or other proceedings to preserve its rights under this Leasehold Mortgage at the expense of Borrower, and (b) if at the time such litigation or other proceedings are initiated there exists a default hereunder, Lender shall have and is hereby granted the sole and exclusive right to defend or prosecute, as appropriate, the rights, obligations or duties of Borrower therein, provided that nothing herein shall impose any duty upon Lender to enter in or continue any such litigation or other proceedings. (9.10) If the fee owner has granted a mortgage to a lender covering the Premises, then Borrower shall obtain an estoppel, subordination and non-disturbance agreement from the fee lender in form and content acceptable to Lender. (9.11) Should Borrower be in default in any respect of any of its obligations under the Sublease, Lender shall have the right, but not the duty, to cure such default, without awaiting the giving of any notice or the passage of any time to cure. A cure by Lender shall not remove or waive, as between Lender and Borrower, the corresponding default under the provisions of this Leasehold Mortgage. All monies expended by Lender in connection with the cure, including reasonable attorneys' fees, shall bear interest at the default rate provided in the Loan Documents, shall be payable upon demand and shall be secured by this Leasehold Mortgage. (a) This Leasehold Mortgage shall be in further default and the whole of all sums owed under the Note shall immediately become due and payable at the option of the Lender if: (i) Borrower fails to give the Lender immediate notice of any default under the Sublease; (ii) or Lender receives notice of Borrower's default from the Landlord or otherwise acquires actual knowledge of such default; or (iii) Borrower fails to furnish to the Lender within three (3) days any and all information or documentation which Lender may request concerning the performance by the Borrower of the covenants of the Sublease, provided such information is available. (b) A curing of Borrower's default under the terms of the Sublease by the Lender on behalf of the Borrower does not constitute a curing of the Borrower's default under the terms of this Leasehold Mortgage. (9.13) (a) The lien of this Leasehold Mortgage shall attach to all of Borrower's rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. § 365(h), or any successor or replacement statute, including, without limitation, all of Borrower's rights to remain in possession of the Premises.

Leasehold Estate. (9.1) As set forth above, This Mortgage constitutes an encumbrance against the leasehold premises and leasehold estate of the Mortgagor pursuant to the terms Ground Lease. All references to the “Property” in this Mortgage shall refer to the leasehold estate of the Sublease, Borrower holds a sub-leasehold estate in the Premises (defined above as the "Sub-leasehold Estate"). (9.2) Borrower hereby represents, and warrants that at the delivery hereof it is the lawful owner of the Sub-leasehold Estate, and it is seized of a good and indefeasible estate therein, free and clear of all liens and encumbrances whatsoever. (9.3) Borrower covenants and agrees to pay or cause to be paid all rents, additional rents and other charges mentioned in and made payable Mortgagor under the Sublease when and as often as the same shall become due and payableGround Lease. (9.4) Borrower hereby represents, covenants, and warrants: (a) With respect to the Sublease Ground Lease, the Mortgagor hereby represents, covenants and warrants that: (i) To the best knowledge of the Mortgagor, the Ground Lease is in full force and effect and unmodified except as reflected in copies unmodified. (ii) To the best knowledge of the Sublease and related documentation which have been delivered to Lender; Mortgagor, all rents (b) all rents, including additional rents and other charges, reserved ) required in the Sublease Ground Lease and all other consideration to be provided or paid under the Ground Lease have been paid or provided to the extent they were payable or required prior to the date hereof;. (ciii) To the Borrower will warrant and defend best knowledge of the Sub-leasehold Estate against each and every person or persons who may claim the same or any part thereof; (d) Mortgagor, there is no existing default by Borrower under the provisions of the Sublease Ground Lease or in the performance of any of the terms, covenants, conditions conditions, or warranties thereof on the part of the Borrower to be observed and performed, and Borrower's execution and delivery of this Leasehold Mortgage and the other Loan Documents will not violate or cause a default with respect to any of the provisions of the Sublease; and (e) to the best of Borrower's knowledge, the Landlord under the Sublease (Westwood Foundation) is not in default of any landlord obligations imposed under the SubleaseMortgagor. (9.5iv) The Borrower will Mortgagor has not sublet the leasehold premises or assigned the Ground Lease. (b) The Mortgagor shall at all times promptly and faithfully keep and perform, or cause to be kept and performed, comply in all of material respects with the covenants and conditions contained in the Sublease Ground Lease and in all respects conform to and comply with the terms and conditions shall promptly notify Mortgagee of the Sublease, and the Borrower further covenants that it will not allow or permit giving of any action or inaction which would impair or tend to impair the security of this Leasehold Mortgage, or otherwise would be grounds for declaring a forfeiture of the Sublease. Borrower shall not transfer, sell, assign or the Sublease any or all of its Sub-leasehold Estate or other interest in the Premises without the express, written consent of Lender. Borrower hereby covenants that it will not materially modify or amend any provision or term of the Sublease without the prior written consent of Lender, that Borrower will not waive, excuse or release notice by the landlord under the Sublease from any of the obligations or covenants under the Sublease without the prior written consent of Lender, that Borrower will enforce all of the terms of the Sublease, and that Borrower will not cancel or terminate the Sublease without the prior written consent of Lender. (9.6) Borrower does by these presents expressly release, relinquish and surrender unto the Lender all its right, power and authority to cancel, surrender, amend, modify or alter in any way the terms and provisions of the Sublease, and any attempt on the part of Borrower to exercise any such right without the written authority and consent of Lender being first had and obtained shall constitute a default under the terms hereof, and the entire indebtedness secured hereby shall at the option of the Lender become due and payable forthwith and without notice. (9.7) The Borrower agrees that if Borrower acquires a fee simple, any other greater estate, or the leasehold interest in the Premises at any time prior Ground Lease to the payment of the indebtedness secured by this Leasehold Mortgage, then the lien of this Leasehold Mortgage, without further act or deed, shall automatically become a lien on the fee simple, or other greater estate, or leasehold interest, held by Borrower. To the extent that Borrower has or may acquire any rights or options to renew or extend the term of the Sublease, or to purchase any right, title or interest in or to all or any portion of the Premises, Borrower shall exercise any or all of such rights or options in accordance with such directions as Lender may, from time to time, give to Borrower, and Borrower hereby constitutes and appoints Lender its true and lawful attorney in fact, coupled with an interest, of Borrower, to exercise any and all such rights and options of Borrower, and to perform such other or further acts, execute such documents and instruments, and pay or advance such sums as Lender may deem appropriate in connection therewith in the event that Borrower at any time, or from time to time, fails or refuses to exercise any such rights or options in accordance with any directions given by Lender hereunder. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Lender, its successors and assigns so long as this Leasehold Mortgage remains in force or any sum due in respect of the Indebtedness remains outstanding, and Borrower warrants that it has not and will not take any action which would in any way impair its rights, or Lender's rights and powers hereunder, to exercise any such rights or options. Borrower will give written notice to Lender one (1) month prior to any date on which Borrower is required or permitted to exercise any right or option under the Sublease to extend the term of the Sublease or to purchase the Premises or any part thereof, and, unless Lender agrees in writing to the contrary, Borrower will take all actions necessary or appropriate to preserve and protect, for the benefit of Lender, the Sub-leasehold Estate and all of Borrower's rights, options, privileges and interests in and to the Premises. Unless Lender shall otherwise expressly consent in writing, the fee title to the property or any part thereof covered by the Sublease and the Sub-leasehold Estate created thereby shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in the landlord or in the tenant thereunder, in Lender or in a third party by purchase or otherwise. (9.8) Borrower shall immediately notify Lender in writing Mortgagor of any default by the Landlord which Borrower has knowledge of under the Sublease Mortgagor in the performance or and observance of any of the terms, covenants convenants or conditions on the part of such Landlord to be performed or observed thereunder. Further, Borrower shall immediately advise Lender in writing of the giving of any notice by the Landlord of any claimed default of Borrower in the payment, performance or observance of any of the terms, covenants or conditions contained in the Sublease, Ground Lease and deliver to the Mortgagee a true copy of each such notice to Lendernotice. Any reference to “Landlord” The Mortgagor shall not, without the prior consent of the Mortgagee, surrender the leasehold estate created by the Ground Lease, or modify, change, supplement, alter or amend the Ground Lease, in this Article shall refer to Westwood Foundation (9.9) Borrower shall immediately notify Lender any respect, either orally or in writing writing, or terminate or cancel the Ground Lease except as provided in the event of the initiation of any litigation affecting the Sublease, and (a) Lender shall have the right to enter such litigation or other proceedings to preserve its rights under this Leasehold Mortgage at the expense of Borrower, and (b) if at the time such litigation or other proceedings are initiated there exists a default hereunder, Lender shall have and is hereby granted the sole and exclusive right to defend or prosecute, as appropriate, the rights, obligations or duties of Borrower therein, provided that nothing herein shall impose any duty upon Lender to enter in or continue any such litigation or other proceedingsGround Lease. (9.10c) If both the fee owner has granted a mortgage to a lender covering the Premises, then Borrower shall obtain an estoppel, subordination landlord’s and non-disturbance agreement from the fee lender in form and content acceptable to Lender. (9.11) Should Borrower be in default in any respect of any of its obligations tenant’s estates under the Sublease, Lender Ground Lease or any portion thereof shall have the right, but not the duty, to cure such default, without awaiting the giving of any notice or the passage of at any time to cure. A cure by Lender become vested in one owner, this Mortgage and the lien and interest created hereby shall not remove be destroyed or waiveterminated by application of the doctrine of merger and, in such event, Mortgagee shall continue to have and enjoy all of the rights and privileges of Mortgagee as between Lender to the separate estates. In addition, upon the foreclosure of the lien and Borrower, the corresponding default under interest created by this Mortgage pursuant to the provisions of this Leasehold Mortgage. All monies expended hereof, any leases or subleases then existing and created by Lender in connection with the cure, including reasonable attorneys' fees, Mortgagor shall bear interest at the default rate provided in the Loan Documents, shall not be payable upon demand and shall be secured destroyed or terminated by this Leasehold Mortgage. (a) This Leasehold Mortgage shall be in further default and the whole of all sums owed under the Note shall immediately become due and payable at the option application of the Lender if: (i) Borrower fails to give the Lender immediate notice law of any default under the Sublease; (ii) merger or Lender receives notice as a matter of Borrower's default from the Landlord law or otherwise acquires actual knowledge as a result of such default; foreclosure unless Mortgagee or (iii) Borrower fails to furnish to the Lender within three (3) days any and all information purchaser at any such foreclosure sale shall so elect. No act by or documentation which Lender may request concerning the performance by the Borrower of the covenants of the Sublease, provided such information is available. (b) A curing of Borrower's default under the terms of the Sublease by the Lender on behalf of the Borrower does not Mortgagee or any such purchaser shall constitute a curing termination of any lease or sublease unless Mortgagee or such purchaser shall give written notice thereof to such tenant or subtenant. The Mortgagor further covenants and agrees that, in case it shall acquire the Borrower's default under fee title, or any other estate, title or interest in the terms of leasehold premises covered by the Ground Lease, , this Leasehold Mortgage. (9.13) (a) The lien of this Leasehold Mortgage shall attach to all of Borrower's rights or cover and remedies at any time arising under be a lien and interest upon such other estate so acquired, and such other estate so acquired by the Mortgagor shall be considered as granted, bargained, sold, transferred, assigned or pursuant conveyed to Subsection 365(h) of Mortgagee and the Bankruptcy Codelien and interest hereof spread to cover such estate with the same force and effect as though specifically herein granted, 11 U.S.C. § 365(h)bargained, sold, transferred, assigned or any successor or replacement statute, including, without limitation, all of Borrower's rights to remain in possession of the Premisesconveyed.

Leasehold Estate. (9.1) As set forth above, pursuant to the terms of the Sublease, Borrower holds a sub-leasehold Mortgagor’s entire estate in the Premises (defined above as the "Sub-leasehold Estate"). (9.2) Borrower hereby represents, and warrants that at the delivery hereof it is the lawful owner of the Sub-leasehold Estate, and it is seized of a good and indefeasible estate therein, free and clear of all liens and encumbrances whatsoever. (9.3) Borrower covenants and agrees to pay or cause to be paid all rents, additional rents and other charges mentioned in and made payable tenant under the Sublease when and as often as the same shall become due and payable. (9.4) Borrower hereby representsLease, covenants, and warrants: (a) the Sublease is in full force and effect and unmodified except as reflected in copies of the Sublease and related documentation by which have been delivered to Lender; (b) all rents, including additional rents and other charges, reserved in the Sublease have been paid to the extent they were payable prior to the date hereof; (c) the Borrower will warrant and defend the Sub-leasehold Estate against each and every person or persons who may claim the same or any part thereof; (d) there is no existing default by Borrower under the provisions of the Sublease or in the performance of any of the terms, covenants, conditions or warranties thereof on the part of the Borrower to be observed and performed, and Borrower's execution and delivery of this Leasehold Mortgage and the other Loan Documents will not violate or cause a default with respect to any of the provisions of the Sublease; and (e) to the best of Borrower's knowledge, Lease the Landlord under the Sublease (Westwood Foundation) is not in default of any landlord obligations imposed under the Sublease. (9.5) The Borrower will at all times promptly and faithfully keep and perform, or cause to be kept and performed, all of the covenants and conditions in the Sublease and in all respects conform to and comply with the terms and conditions of the Sublease, and the Borrower further covenants that it will not allow or permit any action or inaction which would impair or tend to impair the security of this Leasehold Mortgage, or otherwise would be grounds for declaring a forfeiture of the Sublease. Borrower shall not transfer, sell, assign or the Sublease any or all of its Sub-leasehold Estate or other interest in the Premises without the express, written consent of Lender. Borrower hereby covenants that it will not materially modify or amend any provision or term of the Sublease without the prior written consent of Lender, that Borrower will not waive, excuse or release the landlord under the Sublease from any of the obligations or covenants under the Sublease without the prior written consent of Lender, that Borrower will enforce all of the terms of the Sublease, and that Borrower will not cancel or terminate the Sublease without the prior written consent of Lender. (9.6) Borrower does by these presents expressly release, relinquish and surrender unto the Lender all its right, power and authority to cancel, surrender, amend, modify or alter in any way the terms and provisions of the Sublease, and any attempt on the part of Borrower to exercise any such right without the written authority and consent of Lender being first had and obtained shall constitute a default under the terms hereof, and the entire indebtedness secured hereby shall at the option of the Lender become due and payable forthwith and without notice. (9.7) The Borrower agrees that if Borrower acquires a fee simple, any other greater estate, or the leasehold interest in the Premises at any time prior to the payment of the indebtedness secured by this Leasehold Mortgage, then the lien of this Leasehold Mortgage, without further act or deed, shall automatically become a lien on the fee simple, or other greater estate, or leasehold interest, held by Borrower. To the extent that Borrower has or may acquire any rights or options to renew or extend the term of the Sublease, or to purchase any right, title or interest in or to all or any portion of the Premises, Borrower shall exercise any or all of such rights or options in accordance with such directions as Lender may, from time to time, give to Borrower, and Borrower hereby constitutes and appoints Lender its true and lawful attorney in fact, coupled with an interest, of Borrower, to exercise any and all such rights and options of Borrower, and to perform such other or further acts, execute such documents and instruments, and pay or advance such sums as Lender may deem appropriate in connection therewith in the event that Borrower at any time, or from time to time, fails or refuses to exercise any such rights or options in accordance with any directions given by Lender hereunder. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Lender, its successors and assigns so long as this Leasehold Mortgage remains assigns, including its estate and anyone acting for it in force or any sum due in respect of the Indebtedness remains outstandingbankruptcy, and Borrower warrants that it has not and will not take including any action which would debtor in any way impair its rightspossession acting for it) demised to Mortgagor those certain premises more particularly described in EXHIBIT A (the “Land”). For purposes of this Mortgage, or Lender's rights and powers hereunder, to exercise any such rights or options. Borrower will give written notice to Lender one (1) month prior to any date on which Borrower is required or permitted to exercise any right or option under the Sublease to extend the term of “Lease” also includes the Sublease or to purchase the Premises or any part thereof, and, unless Lender agrees in writing to the contrary, Borrower will take all actions necessary or appropriate to preserve and protect, for the benefit of Lender, the Sub-leasehold Estate and all of Borrower's rights, options, privileges and interests in and to the Premises. Unless Lender shall otherwise expressly consent in writing, the fee title to the property or any part thereof covered by the Sublease and the Sub-leasehold Estate created thereby shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in the landlord or in the tenant thereunder, in Lender or in a third party by purchase or otherwise. (9.8) Borrower shall immediately notify Lender in writing of any default by the Landlord which Borrower has knowledge of under the Sublease in the performance or observance of any of the terms, covenants or conditions on the part of such Landlord to be performed or observed thereunder. Further, Borrower shall immediately advise Lender in writing of the giving of any notice by the Landlord of any claimed default of Borrower in the payment, performance or observance of any of the terms, covenants or conditions contained in the Sublease, and deliver a true copy of each such notice to Lender. Any reference to “Landlord” in this Article shall refer to Westwood Foundation (9.9) Borrower shall immediately notify Lender in writing in the event of the initiation of any litigation affecting the Sublease, and (a) Lender shall have the right to enter such litigation or other proceedings to preserve its rights under this Leasehold Mortgage at the expense of Borrower, and (b) if at the time such litigation or other proceedings are initiated there exists a default hereunder, Lender shall have and is hereby granted the sole and exclusive right to defend or prosecute, as appropriate, the rights, obligations or duties of Borrower therein, provided that nothing herein shall impose any duty upon Lender to enter in or continue any such litigation or other proceedings. (9.10) If the fee owner has granted a mortgage to a lender covering the Premises, then Borrower shall obtain an estoppel, subordination and non-disturbance agreement from the fee lender in form and content acceptable to Lender. (9.11) Should Borrower be in default in any respect of any of its obligations under the Sublease, Lender shall have the right, but not the duty, to cure such default, without awaiting the giving of any notice or the passage of any time to cure. A cure by Lender shall not remove or waive, as between Lender and Borrower, the corresponding default under the provisions of this Leasehold Mortgage. All monies expended by Lender in connection with the cure, including reasonable attorneys' fees, shall bear interest at the default rate provided in the Loan Documents, shall be payable upon demand and shall be secured by this Leasehold Mortgage. (a) This Leasehold Mortgage shall be in further default and the whole of all sums owed under the Note shall immediately become due and payable at the option of the Lender iffollowing: (i) Borrower fails Mortgagor’s leasehold estate created pursuant to the Lease, together with all credits, deposits, renewal option(s), privileges, rights (including rights regarding possession, occupancy, and rights to modify the Lease), benefits, estate, title, and interest of Mortgagor as tenant under the Lease, claims of Mortgagor against Landlord, rights of Mortgagor to give the Lender immediate notice of Landlord any default notices under the Sublease; Lease, and all rights of Mortgagor to enforce against Landlord any negative or affirmative covenants of Landlord in the Lease or in any Lease-related document or agreement; (ii) All of Mortgagor’s claims and rights to the payment of damages and other rights or Lender receives notice remedies that may arise from Landlord’s failure to perform under the Lease, rejection or disaffirmation of Borrower's default from the Lease under any bankruptcy law, or violation or breach by Landlord or otherwise acquires actual knowledge of such default; or under the Lease, and all damages and other sums payable pursuant thereto; (iii) Borrower fails to furnish to the Lender within three (3) days any and all information or documentation which Lender may request concerning the performance by the Borrower All of the covenants of the Sublease, provided such information is available. (b) A curing of Borrower's default under the terms of the Sublease by the Lender on behalf of the Borrower does not constitute a curing of the Borrower's default under the terms of this Leasehold Mortgage. (9.13) (a) The lien of this Leasehold Mortgage shall attach to all of Borrower's Mortgagor’s rights and remedies arising at any time arising under under, or pursuant in, any bankruptcy proceeding affecting Landlord, including Mortgagor’s rights to Subsection 365(h) object to Landlord’s sale of the premises under Bankruptcy CodeCode §363, 11 U.S.C. § to elect to treat the Lease as terminated under Bankruptcy Code §365(h), or any successor or replacement statute, including, without limitation, all of Borrower's rights and to remain in possession under the Lease if Landlord rejects or disaffirms it under Bankruptcy Code §365(h) or any other bankruptcy law, and any comparable right under any other bankruptcy law, and all claims, suits, actions, proceedings, rights, remedies, and privileges related thereto or arising therefrom, including Mortgagor’s right to claim any offsets against rent due under the Lease and the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, objections, notices, and other documents in any case relating to Landlord under the PremisesBankruptcy Code; and (iv) All of Mortgagor’s rights and remedies under any nondisturbance, attornment, or recognition agreement between Mortgagor and any fee mortgagee relating to the Lease.

Leasehold Estate. (9.1) As set forth above, This Mortgage constitutes an encumbrance against the leasehold premises and leasehold estate of the Mortgagor pursuant to the terms Land Lease. All references to the “Property” in this Mortgage shall refer to the leasehold estate of the Sublease, Borrower holds a sub-leasehold estate in the Premises (defined above as the "Sub-leasehold Estate"). (9.2) Borrower hereby represents, and warrants that at the delivery hereof it is the lawful owner of the Sub-leasehold Estate, and it is seized of a good and indefeasible estate therein, free and clear of all liens and encumbrances whatsoever. (9.3) Borrower covenants and agrees to pay or cause to be paid all rents, additional rents and other charges mentioned in and made payable Mortgagor under the Sublease when and as often as the same shall become due and payableLand Lease. (9.4) Borrower hereby represents, covenants, and warrants: (a) With respect to the Sublease Land Lease, the Mortgagor hereby represents, covenants and warrants that: (i) To the best knowledge of the Mortgagor, the Land Lease is in full force and effect and unmodified except as reflected in copies unmodified. (ii) To the best knowledge of the Sublease and related documentation which have been delivered to Lender; Mortgagor, all rents (b) all rents, including additional rents and other charges, reserved ) required in the Sublease Land Lease and all other consideration to be provided or paid under the Land Lease have been paid or provided to the extent they were payable or required prior to the date hereof;. (ciii) To the Borrower will warrant and defend best knowledge of the Sub-leasehold Estate against each and every person or persons who may claim the same or any part thereof; (d) Mortgagor, there is no existing default by Borrower under the provisions of the Sublease Land Lease or in the performance of any of the terms, covenants, conditions conditions, or warranties thereof on the part of the Borrower to be observed and performed, and Borrower's execution and delivery of this Leasehold Mortgage and the other Loan Documents will not violate or cause a default with respect to any of the provisions of the Sublease; and (e) to the best of Borrower's knowledge, the Landlord under the Sublease (Westwood Foundation) is not in default of any landlord obligations imposed under the SubleaseMortgagor. (9.5iv) The Borrower will Mortgagor has not sublet the leasehold premises or assigned the Land Lease. (b) The Mortgagor shall at all times promptly and faithfully keep and perform, or cause to be kept and performed, comply in all of material respects with the covenants and conditions contained in the Sublease Land Lease and in all respects conform to and comply with the terms and conditions shall promptly notify Mortgagee of the Sublease, and the Borrower further covenants that it will not allow or permit giving of any action or inaction which would impair or tend to impair the security of this Leasehold Mortgage, or otherwise would be grounds for declaring a forfeiture of the Sublease. Borrower shall not transfer, sell, assign or the Sublease any or all of its Sub-leasehold Estate or other interest in the Premises without the express, written consent of Lender. Borrower hereby covenants that it will not materially modify or amend any provision or term of the Sublease without the prior written consent of Lender, that Borrower will not waive, excuse or release notice by the landlord under the Sublease from any of the obligations or covenants under the Sublease without the prior written consent of Lender, that Borrower will enforce all of the terms of the Sublease, and that Borrower will not cancel or terminate the Sublease without the prior written consent of Lender. (9.6) Borrower does by these presents expressly release, relinquish and surrender unto the Lender all its right, power and authority to cancel, surrender, amend, modify or alter in any way the terms and provisions of the Sublease, and any attempt on the part of Borrower to exercise any such right without the written authority and consent of Lender being first had and obtained shall constitute a default under the terms hereof, and the entire indebtedness secured hereby shall at the option of the Lender become due and payable forthwith and without notice. (9.7) The Borrower agrees that if Borrower acquires a fee simple, any other greater estate, or the leasehold interest in the Premises at any time prior Land Lease to the payment of the indebtedness secured by this Leasehold Mortgage, then the lien of this Leasehold Mortgage, without further act or deed, shall automatically become a lien on the fee simple, or other greater estate, or leasehold interest, held by Borrower. To the extent that Borrower has or may acquire any rights or options to renew or extend the term of the Sublease, or to purchase any right, title or interest in or to all or any portion of the Premises, Borrower shall exercise any or all of such rights or options in accordance with such directions as Lender may, from time to time, give to Borrower, and Borrower hereby constitutes and appoints Lender its true and lawful attorney in fact, coupled with an interest, of Borrower, to exercise any and all such rights and options of Borrower, and to perform such other or further acts, execute such documents and instruments, and pay or advance such sums as Lender may deem appropriate in connection therewith in the event that Borrower at any time, or from time to time, fails or refuses to exercise any such rights or options in accordance with any directions given by Lender hereunder. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Lender, its successors and assigns so long as this Leasehold Mortgage remains in force or any sum due in respect of the Indebtedness remains outstanding, and Borrower warrants that it has not and will not take any action which would in any way impair its rights, or Lender's rights and powers hereunder, to exercise any such rights or options. Borrower will give written notice to Lender one (1) month prior to any date on which Borrower is required or permitted to exercise any right or option under the Sublease to extend the term of the Sublease or to purchase the Premises or any part thereof, and, unless Lender agrees in writing to the contrary, Borrower will take all actions necessary or appropriate to preserve and protect, for the benefit of Lender, the Sub-leasehold Estate and all of Borrower's rights, options, privileges and interests in and to the Premises. Unless Lender shall otherwise expressly consent in writing, the fee title to the property or any part thereof covered by the Sublease and the Sub-leasehold Estate created thereby shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in the landlord or in the tenant thereunder, in Lender or in a third party by purchase or otherwise. (9.8) Borrower shall immediately notify Lender in writing Mortgagor of any default by the Landlord which Borrower has knowledge of under the Sublease Mortgagor in the performance or and observance of any of the terms, covenants convenants or conditions on the part of such Landlord to be performed or observed thereunder. Further, Borrower shall immediately advise Lender in writing of the giving of any notice by the Landlord of any claimed default of Borrower in the payment, performance or observance of any of the terms, covenants or conditions contained in the Sublease, Land Lease and deliver to the Mortgagee a true copy of each such notice to Lendernotice. Any reference to “Landlord” The Mortgagor shall not, without the prior consent of the Mortgagee, surrender the leasehold estate created by the Land Lease, or modify, change, supplement, alter or amend the Land Lease, in this Article shall refer to Westwood Foundation (9.9) Borrower shall immediately notify Lender any respect, either orally or in writing writing, or terminate or cancel the Land Lease except as provided in the event of the initiation of any litigation affecting the Sublease, and (a) Lender shall have the right to enter such litigation or other proceedings to preserve its rights under this Leasehold Mortgage at the expense of Borrower, and (b) if at the time such litigation or other proceedings are initiated there exists a default hereunder, Lender shall have and is hereby granted the sole and exclusive right to defend or prosecute, as appropriate, the rights, obligations or duties of Borrower therein, provided that nothing herein shall impose any duty upon Lender to enter in or continue any such litigation or other proceedingsLand Lease. (9.10c) If both the fee owner has granted a mortgage to a lender covering the Premises, then Borrower shall obtain an estoppel, subordination landlord’s and non-disturbance agreement from the fee lender in form and content acceptable to Lender. (9.11) Should Borrower be in default in any respect of any of its obligations tenant’s estates under the Sublease, Lender Land Lease or any portion thereof shall have the right, but not the duty, to cure such default, without awaiting the giving of any notice or the passage of at any time to cure. A cure by Lender become vested in one owner, this Mortgage and the lien and interest created hereby shall not remove be destroyed or waiveterminated by application of the doctrine of merger and, in such event, Mortgagee shall continue to have and enjoy all of the rights and privileges of Mortgagee as between Lender to the separate estates. In addition, upon the foreclosure of the lien and Borrower, the corresponding default under interest created by this Mortgage pursuant to the provisions of this Leasehold Mortgage. All monies expended hereof, any leases or subleases then existing and created by Lender in connection with the cure, including reasonable attorneys' fees, Mortgagor shall bear interest at the default rate provided in the Loan Documents, shall not be payable upon demand and shall be secured destroyed or terminated by this Leasehold Mortgage. (a) This Leasehold Mortgage shall be in further default and the whole of all sums owed under the Note shall immediately become due and payable at the option application of the Lender if: (i) Borrower fails to give the Lender immediate notice law of any default under the Sublease; (ii) merger or Lender receives notice as a matter of Borrower's default from the Landlord law or otherwise acquires actual knowledge as a result of such default; foreclosure unless Mortgagee or (iii) Borrower fails to furnish to the Lender within three (3) days any and all information purchaser at any such foreclosure sale shall so elect. No act by or documentation which Lender may request concerning the performance by the Borrower of the covenants of the Sublease, provided such information is available. (b) A curing of Borrower's default under the terms of the Sublease by the Lender on behalf of the Borrower does not Mortgagee or any such purchaser shall constitute a curing termination of any lease or sublease unless Mortgagee or such purchaser shall give written notice thereof to such tenant or subtenant. The Mortgagor further covenants and agrees that, in case it shall acquire the Borrower's default under fee title, or any other estate, title or interest in the terms of leasehold premises covered by the Land Lease, this Leasehold Mortgage. (9.13) (a) The lien of this Leasehold Mortgage shall attach to all of Borrower's rights or cover and remedies at any time arising under be a lien and interest upon such other estate so acquired, and such other estate so acquired by the Mortgagor shall be considered as granted, bargained, sold, transferred, assigned or pursuant conveyed to Subsection 365(h) of Mortgagee and the Bankruptcy Codelien and interest hereof spread to cover such estate with the same force and effect as though specifically herein granted, 11 U.S.C. § 365(h)bargained, sold, transferred, assigned or any successor or replacement statute, including, without limitation, all of Borrower's rights to remain in possession of the Premisesconveyed.