Common use of Mortgaged Leases Clause in Contracts

Mortgaged Leases. (i) The Mortgagor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Leases and do or cause to be done all things necessary or appropriate to keep the Mortgaged Leases in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject to the terms of the Mortgaged Leases, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no default under the Mortgaged Leases, or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Leases, giving the details thereof. (ii) In the event the Mortgagor acquires the fee simple title or any other estate or interest in the property subject to the Mortgaged Leases, such acquisition will not merge with the leasehold estate created by the Mortgaged Leases, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Leases. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Leases or perform or comply with any of its obligations under the Mortgaged Leases, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iii), or from the Lessor under the Mortgaged Leases, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Leases, or terminate or cancel the Mortgaged Leases. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, or termination of the Mortgaged Leases in whole or in part, whether or not a default shall have occurred and shall be continuing thereunder. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Leases, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Leases and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Leases to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor created by the Mortgaged Leases and the estate of the Lessor under the Mortgaged Leases shall each at all times remain separate and apart and retain their separate identities, and no merger of the estate of the Mortgagor with the estate of the Lessor will result with respect to the Mortgagee or with respect to any purchaser acquiring the Leased Premises at any sale on foreclosure of the Lien of this Mortgage without the written consent of the Mortgagee. (vii) The Mortgagor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the Mortgaged Leases as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the Mortgagee. The Mortgagor hereby irrevocably assigns to the Mortgagee the right to exercise such election.

Mortgaged Leases. (a) Mortgagor represents, warrants and covenants the following with respect to each Mortgaged Lease: (i) The Mortgagor has good record title to each Mortgaged Lease, subject to the paramount title of the United States of America and the Permitted Encumbrances, (ii) each Mortgaged Lease is in full force and effect and, to Mortgagor's best knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute a default or would entitle Mortgagor or any party under any Mortgaged Lease to cancel the same or otherwise avoid its obligations, except for Permitted Encumbrances, (iii) except for Permitted Encumbrances, no Mortgaged Lease is subject to any defenses, offsets or counterclaims to Mortgagor's best knowledge and there have been no renewals or extensions of or supplements, modifications or amendments to any Mortgaged Lease not previously disclosed to Mortgagee and (iv) all rent, additional rent, royalties and other sums owed by Mortgagor under each Mortgaged Lease through the date hereof have been paid on or prior to the time when the same have become due, except any payments that are being contested in good faith by appropriate proceedings. (b) Except for this Mortgage or other assignments in favor of Mortgagee, Mortgagor has not executed any assignment or pledge of any Mortgaged Lease or of Mortgagor's right, title and interest in the same, which now is in effect. (c) This Mortgage conforms and complies with the terms of each Mortgaged Lease, does not constitute a violation under any Mortgaged Lease and is and at all times shall constitute a valid lien (subject only to those matters permitted by this Mortgage) on Mortgagor's interests in each Mortgaged Lease. (d) Promptly after the date hereof, and again promptly after execution of any amendment to this Mortgage, Mortgagor shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in notify the Landlord (hereinafter defined) under the Mortgaged Leases of the execution and delivery of this Mortgage or amendment, as the case may be. (e) Mortgagor hereby irrevocably delegates to Mortgagee the nonexclusive authority to exercise any or all of Mortgagor's rights, including the right to give any and all notices to Landlord under each Mortgaged Lease, whether or not Mortgagor has failed to exercise such right. Nothing in the foregoing delegation of authority shall be deemed to impose any obligation or duty upon Mortgagee. Notwithstanding such delegation of authority, Mortgagee grants Mortgagor a revocable exclusive license to exercise such authority which license may only be revoked by Mortgagee upon the occurrence and during the continuance of any Event of Default under the Credit Agreement. (f) Mortgagor (i) shall duly and punctually pay, perform and observe all of its obligations under each Mortgaged Lease as required by the Credit Agreement; (ii) shall do or cause to be done all things necessary or appropriate to keep the Mortgaged Leases in full force and effect and to enforce, preserve and keep unimpaired the rights of Mortgagor and the Mortgagor thereunder. Upon request obligations of each of the other parties under each Mortgaged Lease as required by the Credit Agreement; (iii) shall not terminate or surrender any Mortgaged Lease other than as permitted by the Loan Documents; (iv) shall not modify or amend any Mortgaged Lease in any material respect, unless the same shall be required by the BLM without any action on part of Mortgagor, in which case, Mortgagor shall promptly notify Mortgagee in writing; (v) shall notify Mortgagee in writing not later than 120 days prior to the last date on which Mortgagor can exercise (A) any right to extend the term of any Mortgaged Lease or (B) any option to purchase or otherwise acquire the interest of the Landlord under any Mortgaged Lease, of the existence of such right or option; (vi) unless Mortgagee shall otherwise approve, shall exercise (not later than 60 days prior to the last date on which Mortgagor may timely do so) each right or option of Mortgagor under any Mortgaged Lease (A) to extend the term thereof, or (B) to purchase or otherwise acquire the interest of the Landlord under any Mortgaged Lease (and if Mortgagor fails to exercise such right or option at least 60 days prior to the last date on which it may timely do so, Mortgagee shall have the right, without notice if an Event of Default is continuing or after notice if no Event of Default is continuing, to exercise such right or option in the name and on behalf of Mortgagor and at Mortgagor's expense or, at the option of Mortgagee, in its own name and at Mortgagor's expense); and (vii) shall notify Mortgagee (A) promptly after receipt or contemporaneously when given, as the Mortgagor shallcase may be, subject to the terms of the Mortgaged Leases, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is no receipt or giving by Mortgagor of any notice of default under any Mortgaged Lease or of any notice of the Mortgaged Leasespossible or actual termination thereof, any material right of Mortgagor thereunder or any state material obligation of facts any other party thereunder, accompanied by a copy of such notice; (B) promptly after learning about any such condition, of the existence of any condition which, with or without the giving of notice or the passage of time or notice or both, would constitute a default thereunderunder any Mortgaged Lease or any termination thereof; (C) promptly after receiving or learning of the existence of any such assignment, of the existence of any assignment of the interest of the Landlord under any Mortgaged Lease, accompanied by a copy of any such assignment received by Mortgagee; and (D) promptly after receipt or if there be contemporaneously when given, as the case may be, of the receipt or giving of any default notice relating to any option to purchase or right of first refusal under the any Mortgaged LeasesLease, giving the details thereofaccompanied by a copy of such notice. (iig) In The provisions of subsection (f) of this Section shall also apply to any right of Mortgagor to possession under Section 365 of the Bankruptcy Code in the event the Mortgagor acquires the fee simple title or any Mortgaged Lease is rejected by any other estate party thereunder or interest in the property subject its trustee pursuant to the Mortgaged Leases, such acquisition will not merge with the leasehold estate created by the Mortgaged Leases, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrumentsaid Section. (iii) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Leases. If for any reason the Mortgagor cannot timely make any payment under the Mortgaged Leases or perform or comply with any of its obligations under the Mortgaged Leases, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iii), or from the Lessor under the Mortgaged Leases, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Leases, or terminate or cancel the Mortgaged Leases. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed), amend, modify, surrender, impair, forfeit, cancel, or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, or termination of the Mortgaged Leases in whole or in part, whether or not a default shall have occurred and shall be continuing thereunder. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv) shall be void and of no force or effect. (vh) No release or forbearance of any of the Mortgagor's obligations under the any Mortgaged LeasesLease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Leases and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Leases to be performed by the Mortgagor thereunder. (vii) The leasehold estate estates of the Mortgagor created by the each Mortgaged Leases Lease and the estate estates of the Lessor Landlord under the each Mortgaged Leases Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the estate leasehold or easement estates of the Mortgagor with the estate estates of the Lessor Landlord will result with respect to the Mortgagee or with respect to any purchaser acquiring the Leased Premises Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of Mortgagee. In the Mortgageeevent Mortgagor shall acquire a fee interest or other interest in any of the Land and Improvements demised under any Mortgaged Lease, Mortgagor shall execute, acknowledge and deliver all instruments requested by Mortgagee to confirm the Lien evidenced hereby upon such fee estate or other interest. (viij) The Mortgagor covenants and agrees that if it each Mortgaged Lease now is and shall at all times while the Obligations remain outstanding be subject in each and every respect to the terms, conditions and Lien of this Mortgage to the extent of Mortgagor's leasehold interest in each respective Mortgaged Lease. Mortgagor shall execute, acknowledge and deliver any instruments requested by Mortgagee to confirm the foregoing. (k) Except as required by each Mortgaged Lease or by the Permitted Encumbrances, Mortgagor shall not subordinate, or consent to the subordination of, any Mortgaged Lease to any mortgage, deed of trust or other lien encumbering Landlord's (under each Mortgaged Lease) estate in the Land demised thereunder. (l) Mortgagor's obligations under this Mortgage are independent of and in addition to Mortgagor's obligations under the Mortgaged Leases. Nothing in this Mortgage shall be the subject of construed to require Mortgagor or Mortgagee to take or omit to take any action that would cause a proceeding default under the Federal Bankruptcy Code, it any Mortgaged Lease. (m) Mortgagor shall not elect to treat the Mortgaged Leases as terminated (pursuant to Section 365 promptly notify Mortgagee after learning of the Federal Bankruptcy Code commencement of any bankruptcy, reorganization, insolvency or similar proceeding affecting any similar statute Landlord under a Mortgaged Lease or law) without the prior written consent occurrence of any event that could, with the Mortgageepassage of time, constitute such a proceeding. The Mortgagor hereby irrevocably assigns shall also promptly forward to the Mortgagee the right to exercise copies of any documents, notices, summonses and other documents that Mortgagor receives in connection with any such electionLandlord's bankruptcy or related proceeding.

Mortgaged Leases. Mortgagor represents, warrants and covenants the following with respect to each Mortgaged Leases: (i) The Each Mortgaged Lease creates a valid and subsisting leasehold interest in Mortgagor, superior and paramount to all other Leases respecting the property which is demised to Mortgagor shall punctually and properly performunder each Mortgaged Lease except for the Leases (if any) identified as Prior Liens, observe and otherwise comply with (ii) each and every covenant, agreement, requirement and condition set forth in the Mortgaged Leases and do or cause to be done all things necessary or appropriate to keep the Mortgaged Leases Lease is in full force and effect effect, and to preserve and keep unimpaired except for any cure obligations necessary for the rights assumption of the Mortgagor thereunder. Upon request of the Mortgagee, the Mortgagor shall, subject either Mortgaged Lease pursuant to the terms of the Mortgaged LeasesUnited States Bankruptcy Code, request from the Lessor an estoppel certificate, addressed to the Mortgagee, stating that there is Mortgagor’s best knowledge no default under the Mortgaged Leases, or any state of facts whichevent has occurred that, with the giving of notice or the passage of time or notice or both, would constitute such a default thereunderor would entitle Mortgagor or any party under any Mortgaged Lease to cancel the same or otherwise avoid its obligations, (iii) no Mortgaged Lease is subject to any defenses, offsets or if counterclaims to the Mortgagor’s best knowledge and there be have been no renewals or extensions of or supplements, modifications or amendments to any default Mortgaged Lease not previously disclosed to Mortgagee and (iv) all rent, additional rent and other sums owed by Mortgagor under each Mortgaged Lease through the date hereof have been paid. (b) Except for this Mortgage or other assignments in favor of Mortgagee, Mortgagor has not executed any assignment or pledge of any Mortgaged Lease or of Mortgagor’s right, title and interest in the same, which now is in effect. (c) This Mortgage conforms and complies with the terms of each Mortgaged Lease, does not constitute a violation under any Mortgaged Lease and is and at all times shall constitute a valid lien (subject only to those matters permitted by this Mortgage) on Mortgagor’s interests in each Mortgaged Lease. (d) Promptly after the date hereof, and again promptly after execution of any amendment to this Mortgage, Mortgagor shall notify the Landlord under the Mortgaged LeasesLeases of the execution and delivery of this Mortgage or amendment, giving as the details thereofcase may be. (iie) In Mortgagor hereby irrevocably delegates to Mortgagee the event nonexclusive authority to exercise any or all of Mortgagor’s rights, including the Mortgagor acquires the fee simple title or any other estate or interest in the property subject right to the Mortgaged Leases, such acquisition will not merge with the leasehold estate created by the Mortgaged Leases, but such other estate or interest will remain discrete and immediately become subject to the Lien of this Mortgage, and the Mortgagor shall execute, acknowledge and deliver any instruments requested by the Mortgagee to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor shall pay give any and all conveyance notices to Landlord under each Mortgaged Lease, whether or mortgage taxes not Mortgagor has failed to exercise such right. Nothing in the foregoing delegation of authority shall be deemed to impose any obligation or duty upon Mortgagee. Notwithstanding such delegation of authority, Mortgagee grants Mortgagor a revocable exclusive license to exercise such authority which license may only be revoked by Mortgagee upon the occurrence and filing or similar fees during the continuance of any Event of Default in connection accordance with the execution, delivery, filing or recording of any such instrumentIndenture. (iiif) The Mortgagor shall promptly notify the Mortgagee in writing of the occurrence any notice of default received by Mortgagor under any default (Mortgaged Lease or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused sent by any party to the Mortgaged LeasesMortgagor thereunder. If for any reason the Mortgagor cannot timely make any payment under the any Mortgaged Leases Lease or perform or comply with any of its obligations under the any Mortgaged LeasesLease, the Mortgagor shall notify the Mortgagee in sufficient time to enable the Mortgagee (but the Mortgagee shall not be obligated) to timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee from the Mortgagor pursuant to this subsection 14.20(iiiSubsection 3.10(f), or from the Lessor Landlord under the any Mortgaged LeasesLease, of any such notice of default by, or inability to make any payment by, the Mortgagor thereunder, the Mortgagee may rely thereon and, after reasonable notice to the Mortgagor, take such action as the Mortgagee deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor or by any other person. (ivg) The Mortgagor shall not surrender the leasehold estate estates created by the any Mortgaged LeasesLease, or terminate or cancel a Mortgaged Lease prior to its current expiration date, without the Mortgaged Leasesprior consent of Mortgagee. The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed)Mortgagee, amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of the any Mortgaged Leases Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(ivSubsection 3.10(g) shall be void and of no force or effect; provided, however, that Mortgagor shall not have any obligation to renew any Mortgaged Lease, exercise any right, if any, to renew any Mortgaged Lease or exercise any purchase option, if any, under any Mortgaged Lease. (vh) No release or forbearance of any of the Mortgagor's ’s obligations under the any Mortgaged LeasesLease, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's ’s obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Leases and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Leases to be performed by the Mortgagor thereunder; provided, however, that should any of the Mortgaged Leases expire in accordance with the terms thereof, this Section 3.10(h) shall not apply. (vii) The leasehold estate estates of the Mortgagor created by the each Mortgaged Leases Lease and the estate estates of the Lessor Landlord under the each Mortgaged Leases Lease shall each at all times remain separate and apart and retain their separate identities, and no merger of the estate leasehold or easement estates of the Mortgagor with the estate estates of the Lessor Landlord will result with respect to the Mortgagee or with respect to any purchaser acquiring the Leased Premises Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage without the written consent of Mortgagee. In the Mortgageeevent the Mortgagor shall acquire a fee interest or other interest in any of the Land and Improvements demised under any Mortgaged Lease, the Mortgagor shall execute, acknowledge and deliver all instruments requested by the Mortgagee to confirm the Lien evidenced hereby upon such fee estate or other interest. (viij) The Mortgagor covenants and agrees that if it each Mortgaged Lease now is and shall at all times while the Secured Obligations remain outstanding be subject in each and every respect to the terms, conditions and Lien of this Mortgage to the extent of Mortgagor’s leasehold interest in each respective Mortgaged Lease. Mortgagor shall execute, acknowledge and deliver any instruments requested by Mortgagee to confirm the foregoing. (k) Except as required by each Mortgaged Lease, Mortgagor shall not subordinate, or consent to the subordination of, any Mortgaged Lease to any mortgage, deed of trust or other lien encumbering Landlord’s (under each Mortgaged Lease) estate in the Land demised thereunder. (l) Mortgagor’s obligations under this Mortgage are independent of and in addition to Mortgagor’s obligations under the Mortgaged Leases. Nothing in this Mortgage shall be the subject of construed to require Mortgagor or Mortgagee to take or omit to take any action that would cause a proceeding default under the Federal Bankruptcy Code, it any Mortgaged Lease. (m) Mortgagor shall not elect to treat the Mortgaged Leases as terminated (pursuant to Section 365 promptly notify Mortgagee after learning of the Federal Bankruptcy Code commencement of any bankruptcy, reorganization, insolvency or similar proceeding affecting any similar statute Landlord under a Mortgaged Lease or law) without the prior written consent occurrence of any event that could, with the Mortgageepassage of time, constitute such a proceeding. The Mortgagor hereby irrevocably assigns shall also promptly forward to the Mortgagee the right to exercise copies of any documents, notices, summonses and other documents that Mortgagor receives in connection with any such electionLandlord’s bankruptcy or related proceeding.

Mortgaged Leases. (i) The Mortgagor applicable Grantors shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Leases and do or cause to be done all things necessary or appropriate to keep the Mortgaged Leases in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor thereunderapplicable Grantor thereun-der. Upon request of the MortgageeBeneficiary, the Mortgagor shall, subject to applicable Grantors constituting the terms of Lessors and Tenants under the Mortgaged Leases, request from the Lessor Leases shall deliver an estoppel certificate, addressed to the MortgageeBeneficiary, stating that there is no default under the Mortgaged Leases, Leases or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Leases, giving the details thereof. (ii) In the event the Mortgagor applicable Grantor acquires the fee simple title or any other estate or interest in the property subject to the any Mortgaged LeasesLease, such acquisition will not merge with the leasehold estate created by the such Mortgaged LeasesLease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this MortgageDeed of Trust, and the Mortgagor applicable Grantor shall execute, acknowledge and deliver any instruments requested by the Mortgagee Beneficiary to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor Grantors shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor applicable Grantor shall promptly notify the Mortgagee Beneficiary in writing wiring of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Leases. If for any reason the Mortgagor applicable Grantor cannot timely make any payment under the any Mortgaged Leases Lease or perform or comply with any of its obligations under the any Mortgaged LeasesLease, the Mortgagor applicable Grantor shall notify the Mortgagee Beneficiary in sufficient time to enable the Mortgagee Beneficiary (but the Mortgagee Beneficiary shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee Beneficiary from the Mortgagor applicable Grantor pursuant to this subsection 14.20(iiiSection 14.21(iii), or from the ------------------ applicable Lessor under the Mortgaged Leases, of any such notice of default by, or inability to make any payment by, the Mortgagor Grantor thereunder, the Mortgagee Beneficiary may rely thereon and, after reasonable notice to the Mortgagorapplicable Grantor, take such action as the Mortgagee Beneficiary deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor applicable Grantor or by any other personPerson. (iv) The Mortgagor shall not surrender Except as otherwise permitted under Section 10.6 of the leasehold estate created by the Mortgaged LeasesIndenture, or terminate or cancel the Mortgaged Leases. The Mortgagor shall notno Grantor shall, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed)Beneficiary, amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of the of, any Mortgaged Leases Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.21(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Leases, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Leases and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Leases to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor applicable Grantor created by the Mortgaged Leases and the estate of the Lessor Lessor, under the Mortgaged Leases shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor applicable Grantor with the estate of the Lessor Lessor, will result with respect to the Mortgagee Beneficiary or with respect to any purchaser acquiring the Leased Premises Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage Deed of Trust without the written consent of the MortgageeBeneficiary. (viivi) The Mortgagor Each Grantor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the any Mortgaged Leases Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the MortgageeBeneficiary. The Mortgagor Each Grantor hereby irrevocably assigns to the Mortgagee Beneficiary the right to exercise such election.

Mortgaged Leases. (i) The Mortgagor applicable Grantors shall punctually and properly perform, observe and otherwise comply with each and every covenant, agreement, requirement and condition set forth in the Mortgaged Leases and do or cause to be done all things necessary or appropriate to keep the Mortgaged Leases in full force and effect and to preserve and keep unimpaired the rights of the Mortgagor applicable Grantor thereunder. Upon request of the MortgageeBeneficiary, the Mortgagor shall, subject to applicable Grantors constituting the terms of Lessors and Tenants under the Mortgaged Leases, request from the Lessor Leases shall deliver an estoppel certificate, addressed to the MortgageeBeneficiary, stating that there is no default under the Mortgaged Leases, Leases or any state of facts which, with the passage of time or notice or both, would constitute a default thereunder, or if there be any default under the Mortgaged Leases, giving the details thereof. (ii) In the event the Mortgagor applicable Grantor acquires the fee simple title or any other estate or interest in the property subject to the any Mortgaged LeasesLease, such acquisition will not merge with the leasehold estate created by the such Mortgaged LeasesLease, but such other estate or interest will remain discrete and immediately become subject to the Lien of this MortgageDeed of Trust, and the Mortgagor applicable Grantor shall execute, acknowledge and deliver any instruments requested by the Mortgagee Beneficiary to confirm the coverage of the Lien evidenced hereby upon such other estate or interest. The Mortgagor Grantors shall pay any and all conveyance or mortgage taxes and filing or similar fees in connection with the execution, delivery, filing or recording of any such instrument. (iii) The Mortgagor applicable Grantor shall promptly notify the Mortgagee Beneficiary in writing of the occurrence of any default (or any event which, with the lapse of time or notice or both, would constitute a default) on the part of or caused by any party to the Mortgaged Leases. If for any reason the Mortgagor applicable Grantor cannot timely make any payment under the any Mortgaged Leases Lease or perform or comply with any of its obligations under the any Mortgaged LeasesLease, the Mortgagor applicable Grantor shall notify the Mortgagee Beneficiary in sufficient time to enable the Mortgagee Beneficiary (but the Mortgagee Beneficiary shall not be obligated) timely to make such payments and/or to perform or comply with such other obligations. On receipt by the Mortgagee Beneficiary from the Mortgagor applicable Grantor pursuant to this subsection 14.20(iiiSection 14.22(iii), or from the applicable Lessor under the Mortgaged Leases, of any such notice of default by, or inability to make any payment by, the Mortgagor Grantor thereunder, the Mortgagee Beneficiary may rely thereon and, after reasonable notice to the Mortgagorapplicable Grantor, take such action as the Mortgagee Beneficiary deems reasonably necessary or desirable to cure such default, even though the existence of such default or the nature thereof is denied by the Mortgagor applicable Grantor or by any other personPerson. (iv) The Mortgagor shall not surrender the leasehold estate created by the Mortgaged Leases, or terminate or cancel the Mortgaged Leases. The Mortgagor shall notNo Grantor shall, without the prior written consent of the Mortgagee (which consent will not be unreasonably withheld, conditioned or delayed)Beneficiary, amend, modify, surrender, impair, forfeit, cancel, cancel or terminate, or permit the amendment, modification, surrender, impairment, forfeiture, cancellation, cancellation or termination of the of, any Mortgaged Leases Lease in whole or in part, whether or not a default shall have occurred and shall be continuing thereunderunder either thereof. Any such termination, cancellation, modification, change, supplement, alteration, amendment or extension without the prior written consent contemplated by this subsection 14.20(iv14.22(iv) shall be void and of no force or effect. (v) No forbearance of any of the Mortgagor's obligations under the Mortgaged Leases, pursuant to the terms thereof, by agreement, operation of law or otherwise, shall release the Mortgagor from any of the Mortgagor's obligations under this Mortgage, including, without limitation, the Mortgagor's obligations with respect to the payment of rent as provided in the Mortgaged Leases and the performance of all of the other terms, provisions, covenants, conditions and agreements contained in the Mortgaged Leases to be performed by the Mortgagor thereunder. (vi) The leasehold estate of the Mortgagor applicable Grantor created by the Mortgaged Leases and the estate of the Lessor Lessor, under the Mortgaged Leases shall each at all times remain separate and apart and retain their separate identities, and no merger of the leasehold or easement estate of the Mortgagor applicable Grantor with the estate of the Lessor Lessor, will result with respect to the Mortgagee Beneficiary or with respect to any purchaser acquiring the Leased Premises Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage Deed of Trust without the written consent of the MortgageeBeneficiary. (viivi) The Mortgagor Each Grantor covenants and agrees that if it shall be the subject of a proceeding under the Federal Bankruptcy Code, it shall not elect to treat the any Mortgaged Leases Lease as terminated (pursuant to Section 365 of the Federal Bankruptcy Code or any similar statute or law) without the prior written consent of the MortgageeBeneficiary. The Mortgagor Each Grantor hereby irrevocably assigns to the Mortgagee Beneficiary the right to exercise such election.