Common use of Permitted Leasehold Mortgages Clause in Contracts

Permitted Leasehold Mortgages. Neither the Tenant nor any permitted successor in interest to the Premises or any part thereof shall, without the prior written consent of the Landlord in each instance, engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Premises, except for the Permitted Encumbrances and the leasehold mortgages securing the loans which will be obtained by Tenant for renovation of the Improvements and closed on or about the Commencement Date (the “Permitted Leasehold Mortgages”). With respect to the Permitted Leasehold Mortgages, the following provisions shall apply: (a) When giving notice to the Tenant with respect to any default under the provisions of this Lease, the Landlord will also send a copy of such notice to the holder of each Permitted Leasehold Mortgage (each a “Permitted Leasehold Mortgagee”), provided that each such Permitted Leasehold Mortgagee shall have delivered to the Landlord in writing a notice naming itself as the holder of a Permitted Leasehold Mortgage and registering the name and post office address to which all notices and other communications to it may be addressed. (b) Each Permitted Leasehold Mortgagee shall be permitted, but not obligated, to cure any default by the Tenant under this Lease within the same period of time specified for the Tenant to cure such default. The Tenant authorizes each Permitted Leasehold Mortgagee to take any such action at such Permitted Leasehold Mortgagee’s option and does hereby authorize entry upon the Premises for such purpose. (c) The Landlord agrees to accept payment or performance by any Permitted Leasehold Mortgagee as though the same had been done by the Tenant. (d) In the case of a default by the Tenant other than in the payment of money, and provided that a Permitted Leasehold Mortgagee has commenced to cure the default and is proceeding with due diligence to cure the default, the Landlord will refrain from terminating this Lease for a reasonable period of time (not to exceed 120 days from the date of the notice of default, unless (i) such cure cannot reasonably be completed within 120 days from the date of the notice of default, and (ii) a Permitted Leasehold Mortgagee continues to diligently pursue such cure to the reasonable satisfaction of the Landlord) within which time the Permitted Leasehold Mortgagee may either (i) obtain possession of the Premises (including possession by receiver);

Permitted Leasehold Mortgages. Neither the Tenant nor any permitted successor in interest to the Premises Leasehold Estate or any part thereof shall, without the prior written consent of the Landlord in each instance, which consent may be withheld in Landlord’s sole discretion, engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the PremisesLeasehold Estate, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach attached to the PremisesLeased Premises or the Leasehold Estate, except for the Permitted Encumbrances Leasehold Mortgages currently set forth on Exhibit B and any subsequent leasehold mortgage that Landlord approves under this section as a Permitted Leasehold Mortgage. Subject to the leasehold mortgages securing provisions of this Section 27, the loans which will be obtained by Tenant for renovation lien of the Improvements and closed on or about the Commencement Date (the “all Permitted Leasehold Mortgages”, whether permitted or not permitted pursuant to the terms of this Lease, shall be subject and subordinate to this Lease (including, without limitation, the Affordability Covenant). With respect to the Permitted Leasehold Mortgages, the following provisions shall apply: (a) When giving notice to the Tenant with respect to any default under the provisions of this Lease, Landlord shall at the Landlord will same time as the notice is sent to Tenant also send a copy of such notice to the holder of Investor Limited Partner and to each Permitted Leasehold Mortgage (each a “Permitted Leasehold Mortgagee”), provided that each Mortgagee at the address for such Permitted Leasehold Mortgagee shall have delivered and Investor Limited Partner set forth on Exhibit B or subsequently provided to the Landlord in writing a notice naming itself as the holder of a Permitted Leasehold Mortgage and registering the name and post office address to which all notices and other communications to it may be addressedunder this section 27. (b) Each Permitted Leasehold Mortgagee The Investor Limited Partner shall be permitted, but not obligated, permitted the time period for cure provided to cure any default by the Tenant under as set forth in this Lease within the same period of time specified for the Tenant to cure such default. The Tenant authorizes each Permitted Leasehold Mortgagee to take any such action at such Permitted Leasehold Mortgagee’s option and does hereby authorize entry upon the Premises for such purposeLease. (c) The Landlord Xxxxxxxx agrees to accept payment or performance by any Permitted Leasehold Mortgagee or Investor Limited as though the same had been done by the TenantXxxxxx. (d) In Landlord acknowledges that Leasehold Mortgagees identified in Exhibit B are to be treated as Permitted Leasehold Mortgagees from the Commencement Date, If Xxxxxxxx subsequently consents to a mortgage or encumbrance for a subsequent leasehold mortgagee by Xxxxxx, such mortgagee shall become a Permitted Leasehold Mortgage, from and after the time the mortgagee shall deliver to Landlord a true copy of the mortgage or encumbrance together with written notice specifying the mortgagee’s name and address and the pertinent recording data with respect to the mortgage or encumbrance. Landlord agrees that, for so long as a currently existing or subsequently approved Permitted Leasehold Mortgage is in effect, the following provisions shall apply: (i) there shall be no termination, cancellation of this Lease or surrender of the Leased Premises, nor shall Landlord permit or accept Tenant to waive any rights under the Lease other than as expressly contemplated hereunder, without the prior written consent of each Permitted Leasehold Mortgagee. (ii) there shall be no amendment or modification of this Lease, without the prior written consent of each Permitted Leasehold Mortgagee and each Investor, which, in the case of an amendment or modification that does not materially adversely affect such Permitted Leasehold Mortgagee, shall not be unreasonably withheld, conditioned or delayed. (iii) for any Event of Default, each Permitted Leasehold Mortgagee and each Investor shall have a cure period of 60 business days, starting after the expiration of any cure period provided Tenant under this Lease for the Event of Default in question; provided, however, if the Event of Default is a non-monetary default by and a cure cannot be reasonably accomplished within the Tenant other than in 60-day cure period, the payment Permitted Leasehold Mortgagee and Investor shall be permitted up to ninety (90) business days after such 60-day period to cure such default if the Permitted Leasehold Mortgagee or Investor begins the cure within the 60-day period and diligently pursues it thereafter. (iv) Landlord may not exercise any of moneyits remedies under section 15 until such time as the cure periods for Tenant, all Permitted Leasehold Mortgagees, and Investor Limited Partner have expired with no cure. In such case, if Landlord elects to terminate this Lease by reason of any Event of Default of Tenant, Landlord shall notify Tenant and each Permitted Leasehold Mortgagee of the date of termination of this Lease. Each Permitted Mortgagee shall have the right to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, provided that the Permitted Leasehold Mortgagee shall promptly initiate action to acquire or sell Tenant’s interest in this Lease and the Leasehold Estate by foreclosure or otherwise and shall prosecute the same to completion with all due diligence and without any interruption. (e) If this Lease or Xxxxxx’s rights hereunder are terminated, whether by reason of default of Tenant or Landlord, rejection or disaffirmance of this Lease in any bankruptcy case, voluntary surrender and acceptance, or otherwise, then each Permitted Leasehold Mortgagee or their respective nominee shall have the option, exercisable by written notice to Landlord, to receive from Landlord a new lease (the “New Lease”) for the Leased Premises for the remaining term of this Lease at the rent and on the same terms, covenants and conditions as this Lease. If there is more than one Permitted Leasehold Mortgagee, the senior-in-priority Permitted Leasehold Mortgagee (the “Senior Mortgagee”) shall have the first right to exercise the option for a New Lease. The Senior Mortgagee shall have sixty (60) days from receipt of notice of termination to exercise the option. If the Senior Mortgagee fails to exercise its option, then the next-in-priority Permitted Leasehold Mortgagee shall have sixty (60) days from the expiration of the Senior Mortgagee’s option to exercise the option for a New Lease, and so on, until a Permitted Leasehold Mortgagee has commenced exercised the option for a New Lease or all Permitted Leasehold Mortgagees have failed to exercise the option. If a Permitted Leasehold Mortgagee timely exercises its option to obtain a New Lease (the “Exercising Mortgagee”), the Exercising Mortgagee shall pay to Landlord any outstanding amounts of money owing to Landlord by Tenant under the terms of this Lease (not including any late fee or default interest on any such amounts), and the Exercising Mortgagee shall be subrogated to the rights of Landlord against Tenant for the same. The New Lease shall be superior to all rights, liens and interests granted at any time on the Landlord’s interest in the Property and to all rights, liens and interests intervening between the date of this Lease and the granting of the New Lease. The Exercising Mortgagee may prepare a New Lease in accordance with this subsection, and Landlord shall execute and deliver such New Lease to the Exercising Mortgagee along with any memorandum of the New Lease that the Exercising Mortgagee wishes to put of record. (f) Nothing in this section shall require any Permitted Leasehold Mortgagee or its designee as a condition to the exercise of rights provided under this section to cure any default of Tenant not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee or its designee and Landlord shall not terminate this Lease due to the existence of a default not reasonably susceptible of being cured by such Permitted Leasehold Mortgagee. The foregoing shall not be deemed to excuse a Permitted Leasehold Mortgagee from performing covenants relating to the condition of the Leased Premises or other similar matters requiring access to and/or control of the Leased Premises from and after such time as such Permitted Leasehold Mortgagee acquires Tenant’s interest in this Lease by foreclosure or otherwise. (g) If there is proceeding with due diligence to cure the defaultan event of default under its Permitted Leasehold Mortgage, without Landlord’s consent, the Permitted Leasehold Mortgagee shall have the right to accelerate loan payments and exercise its other remedies, including the right to foreclose upon the Leasehold Estate pursuant to the terms of its Permitted Leasehold Mortgage and if such Permitted Leasehold Mortgagee or another third party (“Acquiring Party”) acquires title to the Leasehold Estate pursuant to a foreclosure sale or a deed in lieu of foreclosure, said Acquiring Party shall be recognized and considered as the tenant under this Lease and shall have all of the rights and benefits as Tenant hereunder. The Acquiring Party shall not be liable for any act, omission and/or breach of this Lease by any prior tenant, and the Acquiring Party shall only be liable for obligations under this Lease first arising from and after the date the Acquiring Party acquires title to and possession of the leasehold estate. The Acquiring Party shall have the right to assign and transfer this Lease without first obtaining Landlord’s consent. Upon any transfer or assignment of this Lease by the Acquiring Party, the Acquiring Party shall be automatically released and discharged from all liability thereafter accruing under this Lease. (h) Notwithstanding anything to the contrary contained herein, Xxxxxxxx agrees that in any case commenced by or against Landlord under Title 11 of the United States Code (the “Bankruptcy Code”), if Landlord elects to reject this Lease pursuant to the provisions of the Bankruptcy Code, the rejection will not terminate this Lease but will be treated only as a breach of this Lease by the Landlord. Landlord further agrees that in any such bankruptcy case Tenant shall be deemed in possession of Property for purposes of Section 365(h) of the Bankruptcy Code, whether Tenant has retained actual occupancy and use, or has by sublease, assignment or license permitted third parties to occupy and use portions of the Property; and as a result, upon a rejection of the Lease by Landlord the Tenant shall have the right to elect to remain in possession of the Property under Section 365(h), Landlord acknowledges that the Permitted Leasehold Mortgagees shall have a lien on any rights and interests acquired or retained by Xxxxxx as a result of Landlord’s rejection of the Lease. Xxxxxxxx further agrees that following rejection of the Lease, if Xxxxxx assigns to a Permitted Leasehold Mortgagee or any third party its interest in the Lease or its interest or right to remain in possession of the leasehold under Section 365(h) of the Bankruptcy Code, then such assignee shall have all of the rights of Tenant, and Landlord will refrain from terminating not assert that this Lease has been terminated, nor will Landlord otherwise attempt to limit, modify or prohibit the assignment of such interests. Landlord acknowledges that any Permitted Leasehold Mortgagee has in such bankruptcy case a power of attorney or other right to act for and on behalf of the Tenant in relation to any proposed rejection or assumption of this Lease, and as such any Permitted Leasehold Mortgagee shall have standing to appear and act as a party to this Lease for a reasonable period purposes of time (not to exceed 120 days from the date Section 365 of the notice Bankruptcy Code (but no Permitted Leasehold Mortgagee shall have any obligations under this Lease unless such Permitted Leasehold Mortgagee expressly assumes the same). Landlord shall, during its bankruptcy case, serve on each Permitted Leasehold Mortgagee and the Investor Limited Partner a copy of defaultall notices, unless pleadings or documents which would otherwise be given to Tenant, and service shall be contemporaneous with and in the same manner as given to Tenant. (i) such cure cannot reasonably be completed within 120 days from Tenant hereby assigns to the date Permitted Leasehold Mortgagees Tenant’s right to (i) reject the Lease under Section 365 of the notice of defaultBankruptcy Code, and (ii) a Permitted Leasehold Mortgagee continues to diligently pursue such cure to the reasonable satisfaction seek an extension of the Landlordsixty (60) day period within which time Tenant must accept or reject the Lease under Section 365 of the Bankruptcy Code. Landlord acknowledges the above assignment to the Permitted Leasehold Mortgagee may either (i) obtain possession of the Premises (including possession by receiver);Mortgagees.

Permitted Leasehold Mortgages. Neither Lessee shall have the Tenant nor right, at any permitted successor in interest time and from time to time, to enter into and grant a Leasehold Mortgage to the Lessees Mortgagee that shall grant the Lessee’s Mortgagee the same rights the Lessee has with regard to the Parking site under this Agreement. (A) A HUD Lease Addendum (HUD-92070M) is attached hereto and by reference incorporated herein. At such time as the Village becomes the Lessor hereunder, the purchase option in Section 7 hereof shall become null and void but the rest of the provisions of the HUD Lease Addendum shall remain in full force and effect. (B) If Lessor intends, by reason of any Lessee's default, to terminate this Lease prior to the stated expiration of the Lease Term, Lessor shall notify every Leasehold Mortgagee of record or which Lessor has received written notice of, such intention (and the reasons therefore) at least fifteen (15) business days in advance of the proposed effective date for such termination. (C) Each Leasehold Mortgagee, in addition to any and all rights hereunder that it may have, shall have the right to postpone the date on which this Lease would so terminate for a period of not more than sixty (60) days, unless a longer period of time shall be needed to obtain possession from Lessee and cure such default, in which event the date of termination shall be postponed for such longer period, provided such Leasehold Mortgagee, prior to the expiration of such sixty (60) days following receipt of Lessor's notice of intention to terminate, shall have (l) given to Lessor written notice of its intention to cure all defaults by such Lessee other than an Insolvency Event (as hereinafter defined), (2) cured all defaults, if any, then existing which may be cured by the payment of a sum of money (excepting obligations of Lessee to discharge liens, charges or encumbrances against Lessee's Leasehold Estate), and (3) initiated, and be diligently pursuing, steps to acquire the Leasehold Estate by foreclosure of its Leasehold Mortgage or otherwise. If (a) a Leasehold Mortgagee or other person shall obtain possession of the Leased Premises or shall have acquired Xxxxxx's Leasehold Estate by foreclosure or other enforcement proceeding under any Leasehold Mortgage or by obtaining an assignment of the Leasehold Estate in lieu of foreclosure or through settlement of or arising out of any pending or threatened foreclosure proceeding (any of the foregoing being referred to as an “Enforcement Proceeding”) (b) a lease assumption agreement shall be delivered to Lessor by such Leasehold Mortgagee in possession or its designee, regarding covenants and conditions contained in this Lease on Lessee's part to be performed, and (c) such Leasehold Mortgagee shall have complied with all obligations on Lessee's part to be performed under this Lease, including the curing of all defaults other than an Insolvency Event, then (x) a default related to an Insolvency Event shall be deemed waived and all rights of Lessee under this Lease shall be deemed reinstated, (y) such Leasehold Mortgagee or other person shall be deemed to be the Lessee under the Lease, and (z) notwithstanding any provision in this Lease to the contrary, such Leasehold Mortgagee or other person or any of their respective designees or nominees and their respective successors and assigns shall have the further right to assign, from time to time, the Leasehold Estate without Lessor's consent. No Leasehold Mortgagee shall be required to continue to proceed to obtain possession, continue in possession of the Leased Premises as Leasehold Mortgagee or to continue to prosecute any Enforcement Proceedings or other remedies, including, without limitation, at any time any such defaults which were the basis for the termination of this Lease shall be cured. If more than one Leasehold Mortgagee shall seek to exercise the rights provided for in this subsection, the Leasehold Mortgagee with the most senior lien priority shall be entitled, as against the others, to priority in the exercise of such rights. (D) If this Lease is terminated or cancelled prior to the stated expiration of the Lease Term for any reason, including, without limitation, as a result of any Lessee's default or Xxxxxx's rejection of this Lease in any bankruptcy proceeding, Lessor will promptly notify each Leasehold Mortgagee of such termination (including, without limitation, any such rejection) and Lessor shall, within sixty (60) days after request by the Leasehold Mortgagee having the most senior lien priority (or such other Leasehold Mortgagee, in order of lien priority, if the Leasehold Mortgagee having the most senior lien shall not have made such request), enter into a replacement lease for the Leased Premises with said Leasehold Mortgagee or its nominee or designee, which lease shall have the same priority as this Lease, be for the remainder of the Lease Term, have the same terms and conditions contained in this Lease (but shall exclude any Personal Covenant), and grant to or confirm in such Leasehold Mortgagee or its nominee or designee the same interest (as a tenant) in and to the improvements as previously held by Lessee under this Lease; provided, however, that the foregoing right to obtain a replacement lease is contingent upon a request therefor being made within sixty (60) days after receipt of Lessor's notice of termination(including, without limitation, any such rejection), and such Leasehold Mortgagee, at the time of execution and delivery of said replacement lease, paying to Lessor any and all sums then due under this Lease. In no event, however, shall such Leasehold Mortgagee or its nominee or designee be required to cure a default under this Lease due to an Insolvency Event in order to obtain a replacement lease. (E) Any Leasehold Mortgagee or equitable owner of Xxxxxx's Leasehold Estate shall have the right, in the event of any default under its Leasehold Mortgage or any of the other documents executed in connection with such Leasehold Mortgage and if allowed by law or its agreements with Lessee, to take possession of the Leased Premises and manage the same and collect rents subject to paying the rent required pursuant to the terms of this Lease. 1. No Leasehold Mortgagee or other person succeeding to the Leasehold Estate through or subsequent to an Enforcement Proceeding shall be liable under this Lease, unless and until such time as it becomes the owner of the Leasehold Estate, and then only for such obligations of Lessee which accrue during the period while it remains the owner of the Leasehold Estate. 2. Notwithstanding any provision in this Lease to the contrary, in the event of any casualty to or condemnation of the Leased Premises or any part portion thereof shalland if allowed by law or its agreements with Lessee, without the prior written consent most senior Leasehold Mortgagee (or such other Leasehold Mortgagee, in order of lien priority, if the Landlord in each instanceLeasehold Mortgagee having the most senior lien shall not request or shall not be permitted by law or its agreements with Lessee to do so) shall be permitted to receive insurance proceeds and/or condemnation awards otherwise payable to Xxxxxx. (F) Lessor, engage in any financing upon the request of Lessee or any other transaction creating Leasehold Mortgagee, shall otherwise reasonably cooperate with Lessee in allowing any mortgage or other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or suffer any encumbrance or lien Leasehold Mortgagee from time to be made on or attach time to the Premises, except for the Permitted Encumbrances and the leasehold mortgages securing the loans which will be obtained by Tenant for renovation of the Improvements and closed on or about the Commencement Date (the “Permitted Leasehold Mortgages”). With respect request reasonable modifications to the Permitted Leasehold Mortgages, the following provisions shall apply: (a) When giving notice to the Tenant with respect to any default under the provisions of this Section 9 , if such modifications or amendments do not, , materially affect Lessee's obligations or materially affect Lessor's rights under this Lease, the Landlord will also send a copy of such notice to the holder of each Permitted Leasehold Mortgage (each a “Permitted Leasehold Mortgagee”), provided that each such Permitted Leasehold Mortgagee shall have delivered to the Landlord in writing a notice naming itself as the holder of a Permitted Leasehold Mortgage and registering the name and post office address to which all notices and other communications to it may be addressed. (bG) Each Permitted Any notices to be sent to any Leasehold Mortgagee shall be permitted, but not obligated, sent to cure any default the addressees and at the addresses designated by the Tenant under this Lease within the same period of time specified for the Tenant to cure such default. The Tenant authorizes each Permitted Leasehold Mortgagee from time to take any such action at such Permitted Leasehold Mortgagee’s option and does hereby authorize entry upon the Premises for such purpose. (c) The Landlord agrees to accept payment or performance time, by any Permitted Leasehold Mortgagee as though the same had been done by the Tenantmethod permitted for notices under Section 16 of this Lease. (d) In the case of a default by the Tenant other than in the payment of money, and provided that a Permitted Leasehold Mortgagee has commenced to cure the default and is proceeding with due diligence to cure the default, the Landlord will refrain from terminating this Lease for a reasonable period of time (not to exceed 120 days from the date of the notice of default, unless (i) such cure cannot reasonably be completed within 120 days from the date of the notice of default, and (ii) a Permitted Leasehold Mortgagee continues to diligently pursue such cure to the reasonable satisfaction of the Landlord) within which time the Permitted Leasehold Mortgagee may either (i) obtain possession of the Premises (including possession by receiver);

Permitted Leasehold Mortgages. Neither Notwithstanding the above, if there are no outstanding uncured Events of Default hereunder by Xxxxxx, Tenant nor any shall be permitted successor in to assign Tenant's interest under this Lease as collateral security to a bank, or other institutional, nonprofit or governmental lender (a "Leasehold Mortgagee") for a loan or loans the Premises proceeds of which shall be used for the construction, repair, replacement, maintenance, or any part thereof shall, without the prior written consent rebuilding of the Landlord in each instanceProject including refinancing, engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Premisesreplacement and substitution for such loans, whether by express agreement or operation of lawprovided that no such mortgage, pledge, or suffer any encumbrance or lien to be made on or shall attach to Landlord’s fee interest in the Premises, except for the Permitted Encumbrances and the leasehold mortgages securing the loans which will be obtained by Tenant for renovation Leased Premises (each of the Improvements and closed on or about the Commencement Date (the foregoing, hereafter, a “Permitted Leasehold MortgagesMortgage”). With respect to the a Permitted Leasehold MortgagesMortgage, the following provisions shall apply: (ai) Tenant shall provide Lender with prompt written notice of any Permitted Leasehold Mortgage, and shall provide prompt notice to Landlord of any asserted default against Tenant under any Permitted Leasehold Mortgage; provided, however, Landlord acknowledges and approves of the Project Liens. (ii) When giving notice to the Tenant with respect to any default under the provisions of this Lease, the Landlord will also send a copy of such notice to each Leasehold Mortgagee and the holder of each Permitted Leasehold Mortgage (each a “Permitted Leasehold Mortgagee”)Limited Partner, provided that each such Permitted Leasehold Mortgagee shall have delivered to the Landlord in writing a notice naming itself as the holder of a Permitted Leasehold Mortgage such leasehold mortgage and registering the name and post office address to which all notices and other communications to it may be addressed. Landlord’s failure to provide notice to any Leasehold Mortgagee under the terms of this provision shall have no impact on the legitimacy of any notice of default provided to Tenant by Landlord. (biii) Each Permitted The Leasehold Mortgagee and/or Limited Partner (as defined in the Amended and Restated Agreement of Limited Partnership of Tenant, to be entered into on or about the date hereof, as amended (the “Partnership Agreement”)) shall be permitted, but not obligated, permitted to cure any default by the Tenant under this Lease within the same period of time specified for the given to Tenant to cure effect such default. The cure, whether the default consists of the failure to pay money or the failure to perform any other matter or thing which Tenant authorizes each Permitted Leasehold Mortgagee is required to take any such action at such Permitted Leasehold Mortgagee’s option and does hereby authorize entry upon the Premises for such purposeperform. (civ) The Landlord agrees to accept payment or performance by any Permitted the Leasehold Mortgagee and/or Limited Partner as though the same had been done by the Tenant. (dv) In the case of a default by the Tenant other than in the payment of money, and provided that a Permitted the Leasehold Mortgagee and/or Limited Partner has commenced to cure the default and is proceeding with due diligence to cure the default, the Landlord will refrain from terminating this the Lease for a reasonable period of time (not to exceed 120 days from the date of the notice of default, unless (i) such cure cannot reasonably be completed within 120 days from the date of the notice of default, and (ii) a Permitted Leasehold Mortgagee continues to diligently pursue such cure to the reasonable satisfaction of the Landlord) within which time the Permitted Leasehold Mortgagee may either (ia) obtain possession of the Leased Premises (including possession by receiver);; (b) institute foreclosure proceedings and complete such foreclosure, or (c) otherwise acquire Tenant's interest under the Lease. The Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the default which was the subject of the notice shall have been cured. (vi) Any Leasehold Mortgagee may become the holder of Tenant's leasehold estate and succeed to Xxxxxx's interest in the Lease by foreclosure of its Leasehold Mortgage or as a result of the assignment of this Lease in lieu of foreclosure. Any Leasehold Mortgagee so acquiring Tenant’s interest in the Lease shall do so subject to all of the representations and covenants made by Tenant under this Lease, including, without limitation, the provisions of Section 3 relating to the use and occupancy of the Leased Premises and the provisions of this Section 9 relating to assignment and subletting, and shall covenant that for the remainder of the Term, the Leased Premises shall be operated in accordance with the Intended Use by a financially stable entity with the same general track record, experience, and reputation of the Tenant (a “Permitted Substitute”). If the acquiring Leasehold Mortgagee is not itself a Permitted Substitute, it shall be permitted to engage a third party to serve as a Permitted Substitute for the remainder of the Term.

Permitted Leasehold Mortgages. Neither (a) In addition to any other rights herein granted, Tenant is hereby given the Tenant nor any permitted successor right to grant a Permitted Leasehold Mortgage or other security interest in Tenant’s interest in this Lease and the Premises, to each Permitted Leasehold Mortgagee only and in the order of lien priority as set forth on Exhibit C, subject to the Premises terms and conditions of this Lease. Such Permitted Leasehold Mortgages shall be subordinate and subject to Landlord’s interest in the Land, any Zoning Lot Documents or any part thereof shallLandlord Development Action. Tenant shall cause any such Permitted Leasehold Mortgagee to evidence such subordination of any such Permitted Leasehold Mortgage(s) by executing any requested waiver within days of Landlord’s request. (b) Provided Tenant or each Permitted Leasehold Mortgagee sends to Landlord a copy of its Permitted Leasehold Mortgage, together with written notice specifying the name and address of each such Permitted Leasehold Mortgagee (and Landlord acknowledges that it has received the names and addresses of the Permitted Leasehold Mortgagees holding Permitted Leasehold Mortgages as of the date hereof), then so long as each such Permitted Leasehold Mortgage shall remain unsatisfied of record, or their credit enhancement remains outstanding, as the case may be, or until written notice of satisfaction is given by the holder of such Permitted Leasehold Mortgage or security agreement to Landlord, the following provisions shall apply with respect to each of the Permitted Leasehold Mortgagees in the order of their respective lien priorities, as they are set forth on Exhibit C, unless Landlord is notified in writing to the contrary: (i) Landlord shall not, in the absence of an uncured Event of Default of Tenant under the Lease, disturb the possession, interest or quiet enjoyment of Tenant or any subtenant of Tenant which would adversely affect the security provided to the Permitted Leasehold Mortgagees. (ii) Except as otherwise permitted by the terms of a Permitted Leasehold Mortgage, neither Tenant acting alone, nor Landlord and Tenant acting jointly, shall cancel, surrender, or accept surrender of this Lease, or amend or modify any material term or condition of this Lease, that, in the reasonable discretion of each Permitted Leasehold Mortgagee, would adversely affect the security provided to such Permitted Leasehold Mortgagee, without in each case obtaining the prior written consent of such Permitted Leasehold Mortgagee, and no merger shall result from the acquisition by, or devolution upon, any one entity of the fee and the leasehold estates in the Premises. (iii) Provided that Landlord has received prior written notice of their current addresses, Landlord shall, upon serving Tenant with any notice or other communication, whether of default or otherwise, including but not limited to any notice or communication made by or to the Landlord in each instanceconnection with the PILOT Agreement, engage simultaneously and in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Premises, except for the Permitted Encumbrances and the leasehold mortgages securing the loans which will be obtained by Tenant for renovation of the Improvements and closed on or about the Commencement Date (the “Permitted Leasehold Mortgages”). With respect to the Permitted Leasehold Mortgages, the following provisions shall apply: (a) When giving notice to the Tenant with respect to any default under the provisions of this Lease, the Landlord will also send same manner serve a copy of such notice to the holder of upon each Permitted Leasehold Mortgage Mortgagee, and no such notice or other communication to Tenant shall be deemed given unless a copy is so served upon each Permitted Leasehold Mortgagee. (iv) Upon receipt of a notice of an Event of Default from Landlord (except in the case of an emergency), the Permitted Leasehold Mortgagees shall each a have the right to elect to remedy or cause to be remedied any alleged Event of Default on the part of Tenant (an “Electing to Cure Permitted Leasehold Mortgagee”), provided that each ) and upon such Permitted Leasehold Mortgagee election shall have delivered the greater of (i) the same time period provided to the Landlord in writing a notice naming itself as the holder of a Permitted Leasehold Mortgage and registering the name and post office address to which all notices and other communications to it may be addressed. (b) Each Permitted Leasehold Mortgagee shall be permitted, but not obligated, to cure any default by the Tenant under this Lease within the same period of time specified for the Tenant to cure such default. The Tenant authorizes each Permitted Leasehold Mortgagee to take any such action at such Permitted Leasehold Mortgagee’s option and does hereby authorize entry upon the Premises for such purpose. (c) The Landlord agrees to accept payment or performance by any Permitted Leasehold Mortgagee as though the same had been done by the Tenant. (d) In the case of a default by the Tenant other than in the payment of money, and provided that a Permitted Leasehold Mortgagee has commenced to cure the default and is proceeding with due diligence to cure the default, the Landlord will refrain from terminating this Lease for a reasonable period of time (not to exceed 120 days from the date of the notice of default, unless (i) such cure cannot reasonably be completed within 120 days from the date of the notice of default, and (ii) a for monetary defaults days, and for non-monetary defaults, days, after the receipt of notice of an Event of Default from Landlord, to remedy or cause to be remedied any alleged Event of Default on the part of Tenant, provided that if any such non-monetary Event of Default cannot, with the exercise of reasonable diligence, be remedied within such period, then so long as such Electing to Cure Permitted Leasehold Mortgagee continues Mortgagees commences taking action to diligently pursue remedy such cure to the reasonable satisfaction Event of the Landlord) Default within which time the Permitted Leasehold Mortgagee may either (i) obtain possession of the Premises (including possession by receiver);such