Common use of Leasehold Mortgages Clause in Contracts

Leasehold Mortgages. 1) Xxxxxx, may from time to time during the term of this Lease mortgage, hypothecate, or encumber, in whole or in part, its leasehold estate, subject to Lessor's prior written consent, which shall not be unreasonably withheld or delayed, and which consent shall not be withheld provided in each case that: (a) The holder of the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency of the federal government or the State of New York, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwill, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver to the Lessor, in the manner herein provided for the giving of notice to Lessor, a true copy of the Leasehold Mortgage and any assignment thereof, and shall notify the Lessor of the address of the holder of the Leasehold Mortgage to which notices from the Lessor may be sent; and (f) Until such time as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the Lessee's interest in the Property shall be utilized in connection with the development and construction of such improvements. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to consider.

Leasehold Mortgages. (1) XxxxxxTenant, may from time to time during the term of this Lease mortgage, hypothecate, or encumber, in whole or in part, its leasehold estate, subject to LessorLandlord's prior written consent, which shall not be unreasonably withheld or delayed, and which consent shall not be withheld provided in each case that: (a) The holder of the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency of the federal government or the State Commonwealth of New York, Massachusetts with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwill, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor Landlord be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the LesseeTenant's interest as Xxxxxx Tenant in the Premises and its interest as owner of the Improvements; (e) The Lessee Tenant or holder of the Leasehold Mortgage shall promptly deliver to the LessorLandlord, in the manner herein provided for the giving of notice to LessorLandlord, a true copy of the Leasehold Mortgage and any assignment thereof, and shall notify the Lessor Landlord of the address of the holder of the Leasehold Mortgage to which notices from the Lessor Landlord may be sent; and (f) Until such time as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the LesseeTenant's interest in the Property shall be utilized in connection with the development and construction of such improvements, which may include so-called “soft costs” . XxxxxxXxxxxxxx's consent under this subparagraph 17.E.(117(D)(1) shall be deemed to have been given if Lessor Landlord does not respond to Xxxxxx's written request for XxxxxxLandlord's consent within ten (10) days of XxxxxxLandlord's receipt of such request accompanied by all information reasonably necessary to consider. (2) In the event that Tenant encumbers or hypothecates its interest in this Lease as security for a loan as permitted above, and provided that Xxxxxx delivers written notice to Landlord of the name and address of the lender of such loan, then Landlord hereby agrees that Landlord will give written notice of any default under the terms of this Lease, by registered or certified mail, to such lender at the address contained in such notice. Provided Tenant gives to Landlord written notice of the name and address of such lender as required above, no notice of a default by Landlord to Tenant shall be deemed to have been duly given to Tenant unless and until a copy thereof has been mailed to such lender at the address provided. Such lender, in case Tenant shall be in default under this Lease, shall, within the period and otherwise as herein provided, have the right to remedy such default, or cause the same to be remedied, and Landlord shall accept such performance by or at the instance of such lender as if the same had been made by Tenant. Provided Tenant gives to Landlord written notice of the name and address of such lender as required above, Landlord shall not take any action to terminate this Lease because of any default or breach thereunder on the part of Tenant if such lender (i) within sixty (60) days after mailing of written notice to such lender from Landlord of its intention to terminate the Lease for such default or breach, shall cure such default or breach if the same can be cured by the payment of expenditure of money, or (ii) shall diligently take action to obtain possession of the Premises (including possession by receiver) and to cure such default or breach in the case of a default or breach which cannot be cured unless and until such lender has obtained possession and shall, during such time, pay all rental and all other payments required to be made under this Lease, or

Leasehold Mortgages. 1Upon the request of the Collateral Agent, acting at the direction of the Applicable Authorized Representative, each Grantor shall execute and deliver a mortgage, deed of trust, assignment of leases and rents, or other security document (a “Leasehold Mortgage”) Xxxxxx, may from time granting a Lien on each parcel of real property and the improvements thereto leased by any Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to time during cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the term priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this Lease mortgagenature to grant and perfect such Lien, hypothecateincluding to execute any and all further documents, or encumberfinancing statements, in whole or in part, its leasehold estate, subject to Lessor's prior written consent, which shall not be unreasonably withheld or delayedagreements and instruments, and which consent shall not be withheld provided in each case that: take all such further actions (aincluding (i) The holder the filing and recording of the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency of the federal government or the State of New Yorkfinancing statements, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwillfixture filings, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver to the Lessor, in the manner herein provided for the giving of notice to Lessor, a true copy of the Leasehold Mortgage and any assignment thereofother documents, (ii) conducting lien searches and shall notify providing title insurance insuring the Lessor first priority Lien of the address of the holder of the Leasehold Mortgage subject only to which notices from the Lessor may be sent; and (f) Until Permitted Liens and including such time endorsements as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the Lessee's interest in the Property shall be utilized are customarily issued in connection with transactions of this nature, (iii) providing legal opinions and (iv) obtaining landlords’ consents). Notwithstanding the development foregoing, the Grantors shall not be required to execute and construction deliver a Leasehold Mortgage with respect to any Leasehold Mortgaged Property if such Grantor shall have determined in good faith that the higher of (a) the book value or (b) the fair market value of the requested Leasehold Mortgage is less than $3,000,000 and provided evidence of such improvements. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed determination to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to considerthe Collateral Agent.

Leasehold Mortgages. 1Upon the request of the Collateral Agent, acting at the direction of the Administrative Agent, each Grantor shall execute and deliver a mortgage, deed of trust, assignment of leases and rents, or other security document (a “Leasehold Mortgage”) Xxxxxx, may from time granting a Lien on each parcel of real property and the improvements thereto leased by any Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to time during cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the term priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this Lease mortgagenature to grant and perfect such Lien, hypothecateincluding to execute any and all further documents, or encumberfinancing statements, in whole or in part, its leasehold estate, subject to Lessor's prior written consent, which shall not be unreasonably withheld or delayedagreements and instruments, and which consent shall not be withheld provided in each case that: take all such further actions (aincluding (i) The holder the filing and recording of the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency of the federal government or the State of New Yorkfinancing statements, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwillfixture filings, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver to the Lessor, in the manner herein provided for the giving of notice to Lessor, a true copy of the Leasehold Mortgage and any assignment thereofother documents, (ii) conducting lien searches and shall notify providing title insurance insuring the Lessor first priority Lien of the address of the holder of the Leasehold Mortgage subject only to which notices from the Lessor may be sent; and (f) Until Permitted Liens and including such time endorsements as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the Lessee's interest in the Property shall be utilized are customarily issued in connection with transactions of this nature, (iii) providing legal opinions and (iv) obtaining landlords’ consents). Notwithstanding the development foregoing, the Grantors shall not be required to execute and construction deliver a Leasehold Mortgage with respect to any Leasehold Mortgaged Property if such Grantor shall have determined in good faith that the higher of (a) the book value or (b) the fair market value of the requested Leasehold Mortgage is less than $3,000,000 and provided evidence of such improvementsdetermination to the Collateral Agent. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to consider.23 SECTION 6. REMEDIAL PROVISIONS 23

Leasehold Mortgages. 1Notwithstanding anything contained herein to the contrary, Tenant and every successor and permitted assign of Tenant (including, but not limited to, any subtenant of Tenant, but only with Xxxxxx’s prior written consent) is hereby given the right by Xxxxxxxx, in addition to any other rights herein granted, without Xxxxxxxx’s prior written consent, to: (a) mortgage its interest in the Premises and its interest in, to and under this Lease, or any part or parts thereof, and its interest in any subleases, pursuant to one or more Leasehold Mortgages, and to collaterally assign, mortgage or otherwise encumber its interest in the Premises and its interest in, to and under this Lease, or any part or parts thereof, and its interest in any subleases, as collateral security for such mortgages, collateral assignments or encumbrances; provided that the same shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein and in the Fee Estate, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given so to mortgage such interest in the Premises and Xxxxxx’s interest in, to and under this Lease or for any other reason whatsoever (all such mortgages, encumbrances, or collateral assignments of the Premises and Xxxxxx’s interest in, to and under this Lease as collateral security being herein collectively called “Leasehold Mortgages”; each, a “Leasehold Mortgage”; and the institutional holders, beneficiaries or assignees thereof (i.e., holders, beneficiaries and assignees thereof that are regulated lending institutions registered to conduct associated activities in the State of New York) being herein collectively called “Leasehold Mortgagees”; each, a “Leasehold Mortgagee”); and (b) pledge direct or indirect ownership interests in Tenant to one or more institutional lenders as collateral security for a loan (all such pledges of a direct or indirect ownership interest in Tenant as collateral security being herein collectively called “Mezzanine Pledges”; each, a “Mezzanine Pledge”; and the institutional holders, beneficiaries or assignees thereof (i.e., holders, beneficiaries and assignees thereof that are regulated lending institutions registered to conduct associated activities in the State of New York) being herein collectively called “Mezzanine Lenders”; each, a “Mezzanine Lender”). If Tenant and/or Tenant’s successors and permitted assigns (including, but not limited to, any subtenant of Tenant, but only with Tenant’s prior written consent) shall mortgage its interest in the Premises and/or Tenant’s interest in, to and under this Lease, or any part or parts thereof, or if Tenant shall pledge any direct or indirect ownership interest in Tenant pursuant to one or more Mezzanine Pledges, and if the institutional holders or beneficiaries of such Leasehold Mortgages or Mezzanine Pledges so regulated and registered shall, within ninety (90) days of its execution, send to Landlord a true copy thereof, together with a written notice specifying the name and address of such Leasehold Mortgagee or Mezzanine Lender and in the case of a Leasehold Mortgage, the pertinent recording data with respect to such Leasehold Mortgage(s) (such notice and/or any notice given by a Leasehold Mortgagee to Landlord of its contact information, collectively, the “Leasehold Mortgagee Notice”), then the Parties agrees that, so long as any such Leasehold Mortgage(s) or Mezzanine Pledge(s) shall remain unsatisfied of record or until written notice of satisfaction is given by the holders thereof to Landlord, the following provisions shall apply: (i) Upon request, Xxxxxxxx agrees to acknowledge receipt of any Leasehold Mortgagee Notice. (ii) Landlord will give the Leasehold Mortgagees and Mezzanine Lenders a copy of any written notice from Landlord to Tenant hereunder at the time of giving such notice to Tenant, all such notices shall be addressed to Leasehold Mortgagees and Mezzanine Lenders at the address(es) and to the attention(s) as set forth in the respective Leasehold Mortgagee Notice (which notice shall be delivered to all Leasehold Mortgagees and Mezzanine Lenders in the same manner as such notice is delivered to Tenant pursuant to Section 14.01 hereof), which notice details may from time only be changed by Tenant or the applicable Leasehold Mortgagee or Mezzanine Lender (as applicable) by providing written notice to time during the term Landlord of such changes in accordance with Section 14.01. (iii) Landlord will not exercise any right, power or remedy with respect to terminating this Lease by reason of any Event of Default hereunder, and no termination of this Lease mortgagein connection therewith shall be effective, hypothecateunless Landlord shall have so given to the Leasehold Mortgagees and Mezzanine Lenders written notice or a copy of its notice to Tenant of such default or any such termination, as the case may be, and Landlord will not exercise any right, power or remedy with respect to terminating this Lease or re-entering the Premises (except as expressly provided in Section 7.07 or elsewhere in this Lease) by reason of any uncured default hereunder until the expiration of any grace or cure period provided in this Lease with respect thereto, which grace period will commence to run from the date Landlord has given the Leasehold Mortgagee(s) and/or Mezzanine Lender(s), as applicable, written notice of such default or a copy of its notice to Tenant of such default, provided: 1. with respect to a Payment Event of Default, the Leasehold Mortgagee and/or Mezzanine Lender, as applicable, shall have a grace period to fully cure such default within thirty (30) calendar days of the date that notice thereof is given to the applicable Leasehold Mortgagee or Mezzanine Lender; 2. with respect to an Other Event of Default, the Leasehold Mortgagee and/or Mezzanine Lender, as applicable, shall have a grace period to fully cure such default within ninety (90) days of the date that notice thereof is given to the applicable Leasehold Mortgagee or Mezzanine Lender; provided, further, in the case of any default that cannot reasonably be cured within ninety (90) days despite Tenant’s and/or Leasehold Mortgagee’s and/or Mezzanine Lender’s application of good faith and reasonable efforts, Leasehold Mortgagee and/or Mezzanine Lender, as applicable, shall have such greater period of time as is reasonably necessary to cure such default, provided Leasehold Mortgagee and/or Mezzanine Lender, as applicable, shall (x) commence to remedy the default within the ninety (90) day period and shall diligently continue without interruption to prosecute such cure to completion, or encumber(y) if possession of the Premises is required in order to cure such default, institute judicial or non-judicial foreclosure proceedings within such ninety (90) day period and diligently prosecute such proceedings in order to obtain possession directly or through a receiver, and, upon obtaining such possession, commence promptly to cure the default and diligently prosecute the same to completion without interruption; provided that, during the period in which such action is being taken and any foreclosure proceedings are pending, all of the other obligations of Tenant under this Lease, to the extent they are reasonably susceptible of being performed, shall be performed. (iv) Any Leasehold Mortgagee or Mezzanine Lender may make any payment or perform any act required hereunder to be made or performed by Xxxxxx and Landlord shall accept payment and performance by a Leasehold Mortgagee or Mezzanine Lender of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Xxxxxx, and does hereby authorize entry upon the Premises by the Leasehold Mortgagees or Mezzanine Lenders for such purpose provided that no entry by the Leasehold Mortgagee or Mezzanine Lenders upon the Premises for such purpose shall constitute or be deemed to be an eviction of Tenant and shall not waive or release Tenant from any obligation or default hereunder (except any obligation or default which shall have been fully performed or corrected by such payment or performance by a Leasehold Mortgagee or Mezzanine Lender). Subject to the rights of Tenant hereunder, a Leasehold Mortgagee or Mezzanine Lender may enter the Premises to seek to cure a default or Event of Default. (v) Tenant shall give the Leasehold Mortgagees and Mezzanine Lenders notice of any condemnation proceedings affecting the Premises, and such Leasehold Mortgagees and Mezzanine Lenders shall have the right to intervene and be made a party to such condemnation proceedings. (vi) Xxxxxx agrees to provide the Leasehold Mortgagees and Mezzanine Lenders notice of any judicial or arbitration proceedings by or between the Parties, and Leasehold Mortgagees shall have the right to intervene therein and be made a party to such proceedings. (vii) Landlord agrees that the name of the Leasehold Mortgagees and Mezzanine Lenders may be added to the “Loss Payable Endorsement” of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied (either by Tenant or by any such Leasehold Mortgagee) in the manner specified in this Lease. (viii) No Leasehold Mortgagee or Mezzanine Lender shall become personally liable under the agreements, terms, covenants or conditions of this Lease unless and until it becomes, and then only for as long as it remains, the owner of the leasehold estate, except as set forth herein to the contrary. Except as set forth herein to the contrary, upon any permitted assignment of this Lease by a Leasehold Mortgagee or Mezzanine Lender, the permitted assignor Leasehold Mortgagee or Mezzanine Lender shall be relieved of any liability which may accrue hereunder from and after the date of such assignment; provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Nothing contained in this Section 8.02 shall be deemed to release Tenant or any succeeding lessee (other than such Leasehold Mortgagee or Mezzanine Lender) of its liabilities hereunder. Notwithstanding the provisions of this subsection (viii) or any other provision of this Lease to the contrary, any and all Leasehold Mortgagees, Mezzanine Lenders and other successors to and permitted assigns of Tenant’s interest in the Premises and/or this Lease shall remain liable for all obligations and other liabilities of Tenant under or in connection with this Lease accruing during the period in which such party was in possession of the Premises or otherwise succeeded to Xxxxxx’s interest, it being the intention of the Parties that no manner of assignment nor assumption of Tenant’s interest in this Lease and/or the Premises nor other manner of transferring any of the same, whether in whole or in part, its shall discharge any such liability or other obligation. (ix) There shall be no merger of this Lease nor of the leasehold estateestate created by this Lease with the Fee Estate or any part thereof by reason of the fact that the same Person, subject firm, corporation or other entity may acquire or own or hold the same, directly or indirectly, and no such merger shall occur unless and until Landlord and all Persons, corporations, firms and other entities, including any Leasehold Mortgagee having any interest in this Lease or the leasehold estate created by this Lease, shall join in a written instrument effecting such merger and shall duly record the same. (x) There shall be no cancellation, surrender or modification of this Lease or attornment of any subtenant without the prior written consent of the Leasehold Mortgagee or Mezzanine Lender which would be entitled to Lessor's enter into a new lease of the Premises pursuant to the provisions of Section 11.07, and no such cancellation, surrender or modification shall be effective without such prior written consent, which shall not be unreasonably withheld or delayed, and which consent shall not be withheld provided in each case that:. (axi) Tenant shall bear all costs and expenses, including, without limitation, all of Landlord’s actual out-of-pocket costs and expenses, including, without limitation, Landlord’s reasonable attorneys’ fees, related to any modification(s) sought by Tenant, any Leasehold Mortgagee or any Mezzanine Lender to any of the covenants set forth in this Article 8. The term “Leasehold Mortgagee,” whenever used herein, shall include the holder of security instruments as used in the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency locale of the federal government or Premises, including, without limitation, deeds of trust, security deeds and conditional deeds, as well as financing statements security agreements and other securitization documentation required pursuant to the Uniform Commercial Code, provided such holder is a regulated lending institutions registered to conduct associated activities in the State of New York, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwill, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver to the Lessor, in the manner herein provided for the giving of notice to Lessor, a true copy of the Leasehold Mortgage and any assignment thereof, and shall notify the Lessor of the address of the holder of the Leasehold Mortgage to which notices from the Lessor may be sent; and (f) Until such time as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the Lessee's interest in the Property shall be utilized in connection with the development and construction of such improvements. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to consider.

Leasehold Mortgages. 1) XxxxxxTenant and every successor and assign of ------------------- Tenant is hereby given the right by Landlord, may from time to time during the term of this Lease mortgage, hypothecate, or encumber, in whole or in part, its leasehold estate, subject to Lessorwith Landlord's prior written consent, consent which shall not be unreasonably withheld or delayed, to mortgage its interest in this Lease and assign its interest in this Lease as collateral security for such mortgage, upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord under this Lease, none of which consent is or shall not be withheld waived by Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly provided in each case that: (a) this Section 22.6. The holder mortgagee ------------ or beneficiary of the Leasehold Mortgage any such leasehold mortgage or assignment shall be an Institutional Lender whose lending activities are regulated Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- a bank, savings and loan association, trust company, insurance company, public pension fund or supervised by an agency retirement fund, or any subsidiary of any of the federal government or the State of New York, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwill, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporationforegoing, or any other applicable federal entity or state governmental agency; (b) In no event agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall Lessor be required to encumber mortgage all or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of in this Lease and if the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver such mortgage shall, within thirty (30) days of its execution, send to the Lessor, in the manner herein provided for the giving of notice to Lessor, Landlord a true copy of thereof together with written notice specifying the Leasehold Mortgage name and any assignment thereof, and shall notify the Lessor of the address of the holder mortgagee and the pertinent recording data with respect to such mortgage, Landlord agrees that so long as the leasehold mortgage remains unsatisfied of the Leasehold Mortgage to which notices from the Lessor may be sent; and (f) Until such time as construction record or until written notice of the Improvements contemplated by this lease satisfaction is complete, all of the proceeds from any loan secured given by the Lessee's interest in holder to Landlord, the Property following provisions shall be utilized in connection with the development and construction of such improvements. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to consider.apply:

Leasehold Mortgages. 1Upon the request of the Collateral Agent, acting at the direction of the Administrative Agent, each Grantor shall execute and deliver a mortgage, deed of trust, assignment of leases and rents, or other security document (a “Leasehold Mortgage”) Xxxxxx, may from time granting a Lien on each parcel of real property and the improvements thereto leased by any Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to time during cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the term priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this Lease mortgagenature to grant and perfect such Lien, hypothecateincluding to execute any and all further documents, or encumberfinancing statements, in whole or in part, its leasehold estate, subject to Lessor's prior written consent, which shall not be unreasonably withheld or delayedagreements and instruments, and which consent shall not be withheld provided in each case that: take all such further actions (aincluding (i) The holder the filing and recording of the Leasehold Mortgage shall be an Institutional Lender whose lending activities are regulated or supervised by an agency of the federal government or the State of New Yorkfinancing statements, with a minimum tangible net worth (i.e. net worth less intangible assets such as goodwillfixture filings, trade names, patent rights and the like) or capital and surplus, at the time of such encumbrance or hypothecation, of at least Two Million Dollars ($2,000,000) but in no event less than the minimum net worth required to be maintained by such lender under any applicable regulations of the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or any other applicable federal or state governmental agency; (b) In no event shall Lessor be required to encumber or subordinate its fee title to the Premises or any part thereof or interest therein for any reason; (c) The Leasehold Mortgage shall not prohibit the disposition and application of insurance proceeds and condemnation awards as provided herein; (d) The Leasehold Mortgage shall encumber only the Lessee's interest as Xxxxxx in the Premises and its interest as owner of the Improvements; (e) The Lessee or holder of the Leasehold Mortgage shall promptly deliver to the Lessor, in the manner herein provided for the giving of notice to Lessor, a true copy of the Leasehold Mortgage and any assignment thereofother documents, (ii) conducting lien searches and shall notify providing title insurance insuring the Lessor first priority Lien of the address of the holder of the Leasehold Mortgage subject only to which notices from the Lessor may be sent; and (f) Until Permitted Liens and including such time endorsements as construction of the Improvements contemplated by this lease is complete, all of the proceeds from any loan secured by the Lessee's interest in the Property shall be utilized are customarily issued in connection with transactions of this nature, (iii) providing legal opinions and (iv) obtaining landlords’ consents). Notwithstanding the development foregoing, the Grantors shall not be required to execute and construction deliver a Leasehold Mortgage with respect to any Leasehold Mortgaged Property if such Grantor shall have determined in good faith that the higher of (a) the book value or (b) the fair market value of the requested Leasehold Mortgage is less than $3,000,000 and provided evidence of such improvements. Xxxxxx's consent under this subparagraph 17.E.(1) shall be deemed determination to have been given if Lessor does not respond to Xxxxxx's written request for Xxxxxx's consent within ten (10) days of Xxxxxx's receipt of such request accompanied by all information reasonably necessary to considerthe Collateral Agent.