Common use of Mortgage Financing Clause in Contracts

Mortgage Financing. (a) During the term of this Redevelopment Agreement, the Redeveloper shall not engage in any financing or any other transaction creating any Mortgage on the Project in excess of ninety percent (90%) of the cost of leasing the Property and developing the Project (including designing, permitting and constructing the Project), except as may be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds in connection with the construction of the Project. (b) In the event that the Redeveloper is unable to obtain financing for the Project on terms and conditions acceptable to Redeveloper in its sole discretion, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior to the Closing Date, Redeveloper shall have the right to terminate this Redevelopment Agreement upon written notice to the Township. (c) If this Redevelopment Agreement is terminated pursuant to the terms of this Section 7.01 then, except as expressly set forth herein to the contrary and upon full payment of all Township Costs accruing until the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained herein) shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunder. (d) If the Mortgagee reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township shall reasonably cooperate with the Mortgagee and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the Township, as provided in this Redevelopment Agreement.

Mortgage Financing. (a) During Prior to the term completion of this Redevelopment Agreementthe Project, neither Redeveloper nor any successor in interest to the Property, the Redeveloper Project or any part thereof shall not engage in any financing or any other transaction creating any mortgage upon the Property and/or the Project, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Property and/or the Project, except for Permitted Mortgages. Redeveloper or its successor in interest shall notify the Authority in advance of any financing, secured by any Permitted Mortgage on that it proposes to enter into with respect to the Property, the Project in excess or any part thereof. Redeveloper shall promptly notify the Authority of ninety percent (90%) of the cost of leasing any encumbrance or lien that has been create on or attached to the Property and developing the Project (including designing, permitting and constructing and/or the Project), except as may be approved whether by the Township (which approval shall not be unreasonably withheld) for the purpose voluntary act of Redeveloper or otherwise, upon obtaining funds in connection with the construction knowledge or notice of the Projectsame. (b) In Notwithstanding Section 4.12(a), the event Authority acknowledges that in order to fully effectuate this Agreement, the Redeveloper is unable may be required to obtain financing for the Project on terms and conditions acceptable to Redeveloper in its sole discretion, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior enter into a Permitted Mortgage. The below provisions shall inure to the Closing Date, benefit of each holder of such Permitted Mortgage (each a “Holder”). (c) The Redeveloper shall have the right to terminate assign the Redeveloper's interest under this Redevelopment Agreement upon written notice to any Holder as additional collateral for the payment of the indebtedness secured by the Permitted Mortgage. That portion of the Property encumbered by such Mortgage shall be referred to as the “Mortgaged Portion.” However, subject to Subsections (h) and (i) hereof, any Permitted Mortgage always shall be subject and subordinate in all respects to this Agreement. So long as the Holder is not given actual physical possession of the Mortgaged Portion contemporaneously with the creation of a Permitted Mortgage, the making and delivery of any Permitted Mortgage shall not be deemed to constitute any assignment or transfer of this Agreement or of the interest of the Redeveloper under this Agreement. No Holder shall be deemed to be an assignee or transferee of this Agreement or of the interest of the Redeveloper under this Agreement so as to require such Holder to assume the performance of, or be bound to perform, any of the terms, covenants or conditions under this Agreement. However, subject to this Section 4.12, any Holder may become the legal owner and holder of the Redeveloper's interest under this Agreement with respect to the Township. (c) If Mortgaged Portion by foreclosure of its Permitted Mortgage or as a result of the assignment to it of this Redevelopment Agreement is terminated pursuant in lieu of foreclosure or otherwise. Upon so becoming the legal owner and holder, the Holder, subject to the terms provisions of Subsections (j) and (l) hereof shall assume the performance of, and be bound to perform, all of the terms, covenants or conditions on the part of the Redeveloper under this Section 7.01 then, except as expressly set forth herein Agreement to be performed with respect to the contrary and upon full payment of all Township Costs accruing until the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained herein) shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunderMortgaged Portion. (d) If No cancellation, surrender and acceptance of surrender, modification or amendment of this Agreement shall be binding upon any Holder, or affect the Mortgagee reasonably requires lien of its Permitted Mortgage, without the prior written consent of the Holder (which shall not be unreasonably withheld or delayed), except for any change(s) termination of this Agreement by the Authority as a result of an Event of Default by the Redeveloper, beyond the expiration of any applicable notice or modification(s) cure period, subject to the terms provisions of this Redevelopment Section 4.12, and in no event shall termination of this Agreement affect the lien of Holder’s mortgage. (e) At the same time it serves notice to the Redeveloper of an Event of Default pursuant to the provisions of this Agreement, the Township Authority shall serve a copy of such notice upon each Holder in the manner contemplated in this Agreement, provided that the Redeveloper provides the Authority with written notice of such Holder. Each such Holder shall (insofar as the rights of the Authority are concerned), have the right at its option within thirty (30) days after the receipt of such notice, to cure or remedy, or to commence to cure or remedy, any such default which is subject to be cured and to add the cost thereof to the debt and lien which it holds. (f) To the extent reasonably requested by the Redeveloper, the Authority shall reasonably cooperate with consider in good faith such other agreements and/or documents (to the Mortgagee extent same are in form and content reasonably acceptable to the Redeveloper in reviewing and approving such proposed change(sAuthority) as may be requested or modification(s); required by any Holder, provided, however, that any such proposed change agreement or modification document shall not materially and or adversely alter or modify any of the rights and or obligations of the Redeveloper or the TownshipAuthority under this Agreement. (g) Subject to Subsections (i) and (j) hereof, the Holder shall not be liable for the performance of the Redeveloper’s obligations under this Agreement unless such Holder has succeeded to and has possession of the interest of the Redeveloper under this Agreement. (h) Notwithstanding any of the provisions of this Agreement, including, but not limited to, those which are or are intended to be covenants running with the land, any Holder who obtains title to the Property or a Mortgaged Portion as a result of foreclosure proceedings, or an action in lieu thereof shall not be obligated by the provisions of this Agreement to construct or complete the Project or to guarantee such construction or completion, and any deed delivered to any such party shall contain a covenant or other provision to that effect. Any construction or other action by a Holder which is undertaken solely to protect or preserve buildings that are partially completed (such as completion of roofs or exterior siding) and which are undertaken by the Holder solely to protect its security interest in such property, shall not be deemed to be an assumption by the Holder of the obligation to complete construction. The foregoing shall also apply to (i) any other party who thereafter obtains title to the Property or such Mortgaged Portion from or through such holder or (ii) any other purchaser at a foreclosure sale other than the holder of the mortgage itself. However, nothing in this Section 4.12 or any other Article or Section of this Agreement shall be deemed or construed to permit or authorize any such Holder to devote the Property or any part thereof to any uses, or to construct any improvements thereon, other than those uses or improvements described in this Agreement. This provision shall not preclude the Authority from designating a party other than the Holder as the redeveloper if (x) the Holder elects not to be obligated by the provisions of this Agreement to construct or complete the Project or to guarantee such construction or completion, or (y) the Authority subsequently condemns the Property pursuant to the New Jersey Eminent Domain Act. Any deed delivered to any such party shall contain a covenant or provision to that effect. (i) To the extent that any Holder is required to foreclose against any lien it has with respect to the Project (as a result of Redeveloper Event of Default or a default by the Redeveloper under any agreements executed by the Redeveloper and its Project lenders), the Authority agrees to forebear from the enforcement of any remedies provided under this Agreement that it may have against the Redeveloper in order to permit such Holder to foreclose and assume or cause a third party to assume the obligations of the Redeveloper under this Agreement; provided, however, that the Authority shall not be obligated to forebear from the exercise of any remedies available to it hereunder if such forbearance will result (or may result, in the reasonable judgment of the Authority) in a waiver of the Authority’s rights under this Agreement or a material and adverse effect on the Authority’s rights or performance obligations hereunder or any material increase in the Authority’s financial obligations hereunder. (j) If a Holder forecloses its mortgage secured by the Property (or Mortgaged Portion), or takes title to the Property (or Mortgaged Portion) by deed-in-lieu of foreclosure or similar transaction (collectively a “Foreclosure”), the Holder shall have the option, within twelve (12) months from the Foreclosure, to either sell the Property and the Project to a Person acceptable to the Authority, which shall assume the obligations of the Redeveloper under this Agreement in accordance with Applicable Law, or to assume the obligations of the Redeveloper. In the event of a Foreclosure and provided the Holder or the purchaser is in compliance with this Agreement, the Authority shall not seek to enforce against the Holder or purchaser of such parcel any of the remedies available to the Authority pursuant to the terms of this Agreement available in connection with the events preceding the Foreclosure. The Holder, or the Person assuming the obligations of the Redeveloper as to the parcel affected by such Foreclosure or sale, in that event must agree to Complete the Project in the manner provided in this Redevelopment Agreement, but subject to reasonable extensions of the scheduled Completion date, and shall submit evidence reasonably satisfactory to the Authority that it has the qualifications and financial responsibility necessary to perform such obligations. Any such Holder or Person assuming such obligations of the Redeveloper and properly Completing Construction of the Project shall be entitled to a Certificate of Completion in accordance herewith. Nothing in this Agreement shall be construed or deemed to permit or to authorize any Holder, or such other Person assuming such obligations of the Redeveloper, to devote the Property, or any part thereof, to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. (k) The Authority has been advised by Redeveloper that the Project may be financed in part through the issuance of bonds. To the extent that these financings are secured by the Property or the Project, or any portion thereof, each lender or issuer of debt (or any trustee, agent, or designee of said lender or issuer) shall be deemed a “Holder” for purposes of this Article 4. The Authority hereby acknowledges and agrees that, at all times, the bond documents and loan documents evidencing and governing these transactions shall, in each case, be deemed to constitute a Permitted Mortgage authorized by this Agreement and each bond trustee, any successor in trust for the benefit of the bondholders, and its successors, assigns, and permitted designees shall be deemed to be, and shall have all of the rights of, a mortgagee, a Holder and an assignee of the Redeveloper under this Agreement with respect to their rights under the respective bond documents and the loan documents, as applicable. (l) If the Holder requires a change in the terms of this Agreement, the Authority shall reasonably cooperate with the Redeveloper in approving and implementing such change, so long as such change does not materially change the Authority’s obligations or rights as set forth in the Agreement, or materially change the Project.

Mortgage Financing. (aIf any lending institution, being a life insurance company, pension fund, savings and loan association, bank or other institution regularly engaged in long term lending, with which Landlord has negotiated or may negotiate a purchase or interim or long term financing for the Shopping Center or part thereof does not approve the credit rating of Tenant, or if such lending institution shall require change(s) During in the term lease as condition or one of the conditions of its approval of this Redevelopment Agreementlease for such purchase or financing; and if within fifteen (15) days after notice from Landlord (i) Tenant fails or refuses to supply or execute guarantees which are stated by Landlord as necessary to secure the approval of Tenant’s credit by any such lending institution, or (ii) if Tenant fails or refuses to execute with Landlord the Redeveloper shall not engage in any financing amendment or any other transaction creating any Mortgage on amendments to this lease accomplishing the Project in excess of ninety percent (90%changes(s) of the cost of leasing the Property and developing the Project (including designing, permitting and constructing the Project), except as may which are stated by Landlord to be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds needed in connection with the construction approval of the Project. (b) In the event that the Redeveloper is unable to obtain financing this lease for the Project on terms and conditions acceptable to Redeveloper in its sole discretionpurposes of such sale or financing, or (iii) if Redeveloper determines that for any reason, such sale or financing for the Project in an amount satisfactory to Landlord cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretionobtained, then prior to the Closing Date, Redeveloper Landlord shall have the right to terminate cancel this Redevelopment Agreement upon written notice lease at any time prior to the Township. (c) If Rental Commencement Date. In the event of cancellation by Landlord hereunder, this Redevelopment Agreement is terminated pursuant to lease shall be and become null and void and both parties shall automatically be released as of the terms date of Landlord’s cancellation notice from any and all liability or obligation under this Section 7.01 then, except as expressly set forth lease. Notwithstanding anything contained herein to the contrary contrary, Tenant shall not be required to agree, and Landlord shall not have any right of cancellation for Tenant’s refusal to agree, to any modification of the provisions of this lease relating to the amount of minimum rent and percentage rent reserved, the size or location of the demised premises, the duration or commencement date of the term, or the value of the improvements to be made by Landlord to the demised premises prior to tender of possession. Tenant shall, upon full payment the request of Xxxxxxxx, execute and deliver such instruments as may be required by Landlord to make this lease either superior or subordinate to any mortgages nor or hereafter placed upon Xxxxxxxx’s interest in the Shopping Center or the demised premises or future additions thereto. Tenant hereby attorns to any purchaser at a foreclosure sale or sale in lieu of foreclosure, and agrees to execute all agreements required by any such purchaser affirming such attornment. Upon request of any mortgagee of record, Tenant shall give such mortgagee copies of all Township Costs accruing until notices given by Tenant to Landlord hereunder, and Tenant shall allow such mortgagee a reasonable length of time (in any event, not less than sixty days from the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained hereinnotice) in which to cure any default by Landlord hereunder. Any such notice shall be of no further force sent to such department and effect and the Parties hereto address as such mortgagee shall have no further rights, liabilities and/or obligations hereunderdirect Tenant in writing. (d) If the Mortgagee reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township shall reasonably cooperate with the Mortgagee and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the Township, as provided in this Redevelopment Agreement.

Mortgage Financing. (a) During the term of this Redevelopment Agreement, the Redeveloper shall not engage in any financing or any other transaction creating any Mortgage on the Project in excess of ninety percent (90%) of the cost of leasing the Property and developing the Project (including designing, permitting and constructing the Project), except as may be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds in connection with the construction of the Project. (b) In the event that the Redeveloper is unable to obtain financing for the Project on terms and conditions acceptable to Redeveloper in its sole discretion, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior to the Closing Dateand provided that Redeveloper has not Commenced Construction, Redeveloper shall have the right to terminate this Redevelopment Agreement upon written notice to the TownshipTown. (cb) If this Redevelopment Agreement is terminated pursuant to the terms of this Section 7.01 6.1, then, except as expressly set forth herein to the contrary and upon full payment of all Township Town Costs accruing until the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained herein) shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunder. (dc) If the Mortgagee reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township Town shall reasonably cooperate with the Mortgagee in a timely manner and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the TownshipTown, as provided in this Redevelopment Agreement. (d) To the extent reasonably requested by the Redeveloper, the Town shall timely execute such other agreements and/or documents (to the extent same are in form and content reasonably acceptable to the Town) as may be requested or required by any Mortgagee (or any equity participant of the Redeveloper); provided, however, that any such agreement or document shall not materially and adversely alter any of the rights, liabilities or obligations of the Redeveloper or the Town under this Redevelopment Agreement.

Mortgage Financing. (a) During the term initial five (5) year period from the commencement of this Redevelopment Agreementconstruction of the Project, the Redeveloper shall not engage in any financing or any other transaction creating any Mortgage on the Project in excess of ninety 90 percent (90%) of the cost of leasing acquiring the Property and developing the Project (including designing, permitting and constructing the Project), except as may be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds in connection with the construction of the Project. (b) In the event that the Redeveloper is unable to obtain financing for the Project on terms and conditions acceptable to Redeveloper in its sole discretion, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior to the Closing Date, Redeveloper shall have the right to terminate this Redevelopment Agreement upon at least thirty (30) days prior written notice to the Township. (c) If this Redevelopment Agreement is terminated pursuant to the terms of this Section 7.01 then, except as expressly set forth herein to the contrary and upon full payment of all Township Costs accruing until the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained herein) shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunder. (d) If the Mortgagee reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township shall reasonably cooperate with the Mortgagee and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the Township, as provided in this Redevelopment Agreement. (e) To the extent reasonably requested by the Redeveloper, the Township shall execute such other agreements and/or documents (to the extent same are in form and content reasonably acceptable to the Township) as may be requested or required by any Mortgagee (or any equity participant of the Redeveloper); provided, however, that any such agreement or document shall not materially and adversely alter any of the rights, liabilities or obligations of the Redeveloper or the Township under this Redevelopment Agreement.

Mortgage Financing. (a) During This Lease is and shall be, at the option of a first mortgagee of the Building, subject and subordinate to any first mortgage or deed of trust (collectively, "mortgage" or "mortgages") which now affects the land or the Building, and this Lease shall be subject and subordinate to any and to all renewals, modifications, consolidations, replacements and extensions thereof. Although this subordination provision shall be deemed for all purposes to be automatic and effective without any further instrument delivered on the part of Tenant, Tenant shall, upon the request of Landlord and/or the holder of any mortgage on the Premises, execute and deliver such instruments as may be required by Landlord and such holder to make this Lease either superior or subordinate to any mortgages now or hereafter placed upon Landlord's interest in the Premises or future additions thereto. Landlord shall obtain a covenant in any such subordination agreement that this Lease shall be recognized by the mortgagee and that the rights of Tenant hereunder shall remain in full force and effect during the term of this Redevelopment AgreementLease and any extensions thereof, the Redeveloper notwithstanding any default of mortgagors with respect to said mortgages or any foreclosure thereof, so long as Tenant shall not engage perform all of Tenant's covenants hereunder. Tenant hereby attorns to any purchaser at a foreclosure sale or sale in lieu of foreclosure, and agrees to execute all agreements required by any such purchaser affirming such attornment. Nothing contained in this agreement shall be construed as placing any limitation upon Landlord's right to sell, mortgage, assign or in any financing manner convey an interest, in part or any other transaction creating any Mortgage on in whole, in either the Project in excess of ninety percent (90%) of land or the cost of leasing the Property and developing the Project (including designingBuilding, permitting and constructing the Project), except as may be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds in connection with the construction of the Projector both. (b) In the event that the Redeveloper If any lending institution with which Landlord is unable to obtain negotiating interim or long term financing for the Project on terms Building request changes in this Lease as a condition of such financing and conditions acceptable Tenant fails or refuses to Redeveloper in its sole discretionamend this Lease as required by such lender, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior to the Closing Date, Redeveloper shall Landlord will have the right to terminate cancel this Redevelopment Agreement upon written notice Lease at any time prior to the TownshipCommencement Date, whereupon this Lease will become null and void, and neither party will have any further liability hereunder. Notwithstanding anything contained herein to the contrary, Tenant shall not be required to agree, and Landlord shall not have any right of cancellation for Tenant's refusal to agree to any modification to this Lease relating to Annual Base Rent, Landlord's Work, the size of location of the Premises, or the duration or the Commencement Date of the Lease Term. (c) If this Redevelopment Agreement is terminated pursuant Tenant shall give prompt written notice, in the manner hereinafter provided, to the terms any mortgagee of this Section 7.01 thenwhich Tenant has notice, except as expressly set forth herein to the contrary of any default of Landlord hereunder, and upon full payment Tenant shall allow such mortgagee a reasonable length of all Township Costs accruing until time (in any event, not less than thirty (30) days from the date of such terminationnotice), this Redevelopment Agreement (including, without limitation, all the covenants contained herein) in which to cure any such default. Any such notice shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunder. (d) If the Mortgagee reasonably requires any change(s) or modification(s) sent to the terms Mortgage Loan Department of this Redevelopment Agreement, the Township shall reasonably cooperate with the Mortgagee and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the Township, as provided in this Redevelopment Agreementmortgagee at its home office address.

Mortgage Financing. (a) During the term of this Redevelopment Agreement, Neither the Redeveloper nor any successor in interest therein or to the Redevelopment Project, or part thereof, shall not engage in any financing or any other transaction creating any Mortgage on mortgage or other encumbrance or lien upon the Project Redevelopment Project, whether by express agreement or operation of law, or suffer any encumbrance or lien (other than liens for governmental impositions) to be made or attach to the Redevelopment Project, in excess of ninety percent (90%) of the cost sum of leasing all land acquisition costs and all Redevelopment Project Costs (excluding the Property and developing costs associated with the remediation of environmental matters that are the responsibility of the Department of the Navy), or in excess of ninety percent (90%) of such costs for any portions of the Redevelopment Project or the Project (including designingArea, permitting and constructing to the Project)extent applicable, except or as may be approved by the Township Agency (which approval shall not be unreasonably withheld, conditioned or delayed) for the purpose of obtaining funds in connection with the construction of the Redevelopment Project; provided, however, that upon the issuance of a Certificate of Completion for the Redevelopment Project, or portion thereof, such prohibition shall no longer apply with respect to the corresponding parcel of land and improvements thereon. The Redeveloper, or its successor in interest, shall notify the Agency in advance of any such financing secured by a mortgage or other lien instrument which it proposes to enter into with respect to the Redevelopment Project or any portion thereof (the mortgagee thereunder, including Governmental Authorities and/or the existing holders, if any, a “Holder”) and, in any event, the Redeveloper shall promptly notify the Agency of any encumbrance or lien (other than liens for governmental impositions) that has been created on or attached to any portion of the Redevelopment Project, whether by voluntary act of the Redeveloper or otherwise, upon obtaining knowledge or notice of same. (b) In the event that the Redeveloper is unable to obtain financing for the Project on terms and conditions acceptable to Redeveloper in its sole discretion, or if Redeveloper determines that financing for the Project cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretion, then prior to the Closing Date, Redeveloper shall have the right to terminate this Redevelopment Agreement upon written notice to the Township. (c) If this Redevelopment Agreement is terminated pursuant to the terms of this Section 7.01 then, except as expressly set forth herein to the contrary and upon full payment of all Township Costs accruing until the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained herein) shall be of no further force and effect and the Parties hereto shall have no further rights, liabilities and/or obligations hereunder. (d) If the Mortgagee Holder reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township Agency shall reasonably cooperate with the Mortgagee Holder and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the TownshipAgency, as provided in this Redevelopment Agreement. (c) To the extent reasonably requested by the Redeveloper, the Agency shall execute estoppel certificates and such other agreements and/or documents (to the extent same are in form and content reasonably acceptable to the Agency) as may be requested or required by any Holder (or any equity participant of the Redeveloper); provided, however, that any such agreement or document shall not materially and adversely alter any of the rights or obligations of the Redeveloper or the Agency under this Redevelopment Agreement.

Mortgage Financing. (aIf any lending institution with which Lessor has negotiated or may negotiate interim or long-term financing for the Shopping Center or part thereof does not approve the credit rating of Lessee, or if such lending institution shall require change(s) During in this Lease as a condition or one of the term conditions of its approval of this Redevelopment AgreementLease for such financing; and if within fifteen (15) days after notice from Lessor (i) Lessee fails or refuses to supply or execute guarantees which are stated by Lessor as necessary to secure the approval of Lessee's credit by any such lending institution, or (ii) if Lessee fails or refuses to execute with Lessor the Redeveloper shall not engage in any financing amendment or any other transaction creating any Mortgage on amendments to this Lease accomplishing the Project in excess of ninety percent (90%change(s) of the cost of leasing the Property and developing the Project (including designing, permitting and constructing the Project), except as may which is/are state by Lessor to be approved by the Township (which approval shall not be unreasonably withheld) for the purpose of obtaining funds needed in connection with the construction approval of the Project. (b) In the event that the Redeveloper is unable to obtain financing this Lease for the Project on terms and conditions acceptable to Redeveloper in its sole discretionpurposes of such financing, or (iii) if Redeveloper determines that for any reason, such financing for the Project in an amount satisfactory to Lessor cannot be obtained on terms and conditions acceptable to Redeveloper in its sole discretionobtained, then prior to the Closing Date, Redeveloper Lessor shall have the right to terminate cancel this Redevelopment Agreement upon written notice Lease at any time prior to the Township. (c) If Rental Commencement Date. In the event of cancellation by Lessor hereunder, this Redevelopment Agreement is terminated pursuant Lease shall be and become null and void and both parties shall automatically be released as of the date of Lessor's cancellation notice from any and all liability or obligation under this Lease, and Lessor shall retain the security, if any, paid by Lessee as reimbursement for expenses incurred by Lessor in negotiating or attempting to negotiate the terms of required amendments to this Section 7.01 then, except as expressly set forth Lease with Lessee. Notwithstanding anything contained herein to the contrary contrary, Lessee shall not be required to agree, and Lessor shall not have any right of cancellation from Lessee's refusal to agree, to any modification of the provisions of this Lease relating to the amount of Minimum Rent and Percentage Rent reserved, the size or location of the Demised Premises, the duration or commencement date of the Term, or the value of the improvements to be made by Lessor to the Demised Premises prior to tender of possession. Lessee shall, upon full payment the request of Lessor, execute and deliver such instruments as may be required by Lessor to make this Lease either superior or subordinate to any mortgages now or hereafter placed upon Lessor's interest in the Shopping Center or the Demised Premises or future additions thereto. Lessee hereby attorns to any purchaser at a foreclosure sale or sale in lieu of foreclosure, and agrees to execute all agreements required by any such purchaser affirming such attornment. Upon request of any mortgagee of record, Lessee shall give such mortgagee copies of all Township Costs accruing until notices given by Lessee to Lessor hereunder, and Lessee shall allow such mortgagee a reasonable length of time (in any event, not less than sixty (60) days from the date of such termination, this Redevelopment Agreement (including, without limitation, all the covenants contained hereinnotice) in which to cure any default by Lessor hereunder. Any such notice shall be of no further force sent to such department and effect and the Parties hereto address as such mortgagee shall have no further rights, liabilities and/or obligations hereunderdirect Lessee in writing. (d) If the Mortgagee reasonably requires any change(s) or modification(s) to the terms of this Redevelopment Agreement, the Township shall reasonably cooperate with the Mortgagee and the Redeveloper in reviewing and approving such proposed change(s) or modification(s); provided, however, that any such proposed change or modification shall not materially and adversely alter or modify the rights and obligations of the Redeveloper or the Township, as provided in this Redevelopment Agreement.