Common use of Rights of Leasehold Mortgagee Clause in Contracts

Rights of Leasehold Mortgagee. A. Lessee may, without Lessor's consent, mortgage, pledge, grant deeds of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title and interest of Lessee hereunder, and assign, hypothecate or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, that no mortgagee, trustee, or other person claiming by, through or under any instrument creating any such encumbrance shall by virtue thereof acquire any greater right in the Leased Premises than Lessee then had under this Lease, except for the right expressly granted to such mortgagee, trustee or other person under the terms of this Lease; and provided further, that such mortgage, deed of trust or other instrument of encumbrance, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditions, covenants and obligations of this Lease and to all of the rights of Lessor hereunder. As to any such Leasehold Mortgage Lessor consents to provisions therein, at the option of Lessee, (a) for an assignment of Lessee's share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X of this Lease, (b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (c) that a default by Lessee under this Lease shall constitute a default under any such leasehold mortgage, (d) for an assignment of Lessee's right, if any, to terminate, cancel, modify, change, supplement, alter or amend this Lease, (e) for an assignment of any sublease to which any such leasehold mortgage is subordinated, subject to the rights of Lessor hereunder, and (f) effective upon any default in any such leasehold mortgage, (i) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or a sale by any subsequent purchaser, (ii) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased Premises, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee under this Lease, and (iv) for an assignment of Lessee's right, title and interest in and to the premiums for or dividends upon any insurance required by the terms of this Lease, as well as in all refunds or rebates of taxes or assessments upon or other charges against the Leased Premises, whether paid or to be paid. B. If at any time after the execution and recordation of any such mortgage or deed of trust, the mortgagee or trustee therein shall notify Lessor in writing that any such mortgage or deed of trust has been given and executed by Lessee, and shall at the same time furnish Lessor with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor hereby agrees that it will thereafter mail to such mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Lease.

Rights of Leasehold Mortgagee. A. Lessee (a) Provided that the following conditions are met, Tenant may, without Lessor's Landlord’s consent, (x) mortgage, pledge, grant deeds of trust, or otherwise encumber the improvements and the leasehold estate created hereby by this Lease and all or any portion of the Tenant’s right, title title, and interest of Lessee hereunderunder this Lease, and (xx) assign, hypothecate hypothecate, or pledge the same, leasehold estate created by this Lease and the improvements as security for the payment of any debt (each a “Leasehold Mortgage”) to any holder or beneficiary holders from time to time of a promissory note or notes evidencing a bona fide loan, payable to the order of a third party, and secured by a valid first or second lien deed of trust or mortgage securing upon the payment of indebtedness to leasehold estate created by this Lease (each a “Leasehold Mortgagee; provided, that no ”). The conditions to Tenant’s right to encumber the improvements and the leasehold estate are as follows: (i) No mortgagee, trustee, or other person claiming by, through through, or under any instrument creating any such encumbrance shall by virtue thereof Leasehold Mortgage may ever acquire any greater right in the Leased Premises than Lessee then had Tenant has under this Lease, except for the right rights expressly granted to such mortgagee, trustee or other person a Leasehold Mortgagee under the terms of this Lease; and provided further, that such mortgage, deed of trust or other instrument of encumbrance, and the indebtedness secured thereby, shall . (ii) Any Leasehold Mortgage must at all times be and remain subject to all of the conditions, covenants covenants, and obligations of this Lease and to all of the rights of Lessor hereunder. As Landlord under this Lease, except as specifically provided to any such the contrary in this Lease. (iii) No Leasehold Mortgage Lessor may extend to the fee title or the reversionary interest or estate of Landlord in the Leased Premises. (b) Landlord consents to the following provisions thereinbeing included in any Leasehold Mortgage for the benefit of a Leasehold Mortgagee, at the option of Lessee, Tenant: (ai) for an An assignment of Lessee's Tenant’s share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X Section 10 of this Lease, ; (bii) for the The entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor Landlord or LesseeTenant, to view the state of the Leased Premises, ; (ciii) that a A default by Lessee Tenant under this Lease shall constitute constituting a default under any such leasehold mortgage, Leasehold Mortgage; (div) for an A collateral assignment of Lessee's right, if any, to terminate, cancel, modify, change, supplement, alter or amend this Lease, (e) for an assignment any Leasehold Mortgagee of any sublease and any rents payable to Tenant under any sublease. (c) If the mortgagee or trustee of any Leasehold Mortgage gives Landlord written notice that a Leasehold Mortgage has been executed by Tenant and furnishes Landlord with the address to which any such leasehold mortgage is subordinatedcopies of notices are to be mailed, subject Landlord will use its best efforts to thereafter mail to the rights mortgagee or trustee at the address so given duplicate copies of Lessor hereunder, and (f) effective all written notices that Landlord serves upon any default in any such leasehold mortgage, (i) for the foreclosure of the Leasehold Mortgage Tenant pursuant to a power of sale by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or a sale by any subsequent purchaser, (ii) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased Premises, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee under this Lease, and (iv) for an assignment of Lessee's right, title and interest in and to the premiums for or dividends upon any insurance required by the terms of this Lease, as well as in all refunds or rebates of taxes or assessments upon or other charges against the Leased Premises, whether paid or but failure to do so will not be paid. B. If at any time after the execution and recordation of any such mortgage or deed of trust, the mortgagee or trustee therein shall notify Lessor in writing that any such mortgage or deed of trust has been given and executed by Lessee, and shall at the same time furnish Lessor with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor hereby agrees that it will thereafter mail to such mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee a default under and pursuant to the terms and provisions of this Lease.

Rights of Leasehold Mortgagee. A. Lessee may(a) In addition to the financing or refinancing permitted pursuant to Section 11.2 hereof, Tenant shall have the right at any time and from time to time, without Lessor's Landlord’s consent, to mortgage, pledge, grant deeds deed(s) of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title title, and interest of Lessee Tenant hereunder, and to assign, hypothecate hypothecate, or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, provided that no mortgageeLeasehold Mortgagee, trustee, or other person Person claiming by, through or under any instrument creating any such encumbrance on the leasehold estate created hereby shall by virtue thereof acquire any greater right in the Leased Premises than Lessee Tenant then had under this Lease, except for the right rights expressly granted to such mortgageeLeasehold Mortgagee, trustee trustee, or other person Person under the terms of this Lease; and provided provided, further, that such mortgage, deed of trust or other instrument of encumbranceLeasehold Mortgage, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditions, covenants covenants, and obligations of this Lease and to all of the rights of Lessor Landlord hereunder. As to any such Leasehold Mortgage Lessor in favor of a Leasehold Mortgagee, Landlord consents to provisions therein, at the option of LesseeTenant, (ai) for an assignment of Lessee's Tenant’s share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X VIII of this Lease, (b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (cii) that a default by Lessee Tenant under this Lease shall constitute a default under any such leasehold mortgageLeasehold Mortgage, (diii) for an assignment of Lessee's Tenant’s right, if any, to terminate, cancel, modify, change, supplement, alter alter, or amend this Lease, (eiv) for an assignment of any sublease to which any such leasehold mortgage Leasehold Mortgage is subordinated, subject to the rights of Lessor Landlord hereunder, and (fv) effective upon any default in any such leasehold mortgageLeasehold Mortgage, (iA) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale or by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or and/or a sale by any subsequent purchaser, (iiB) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iiiC) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased PremisesPremises and MOB B, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor Landlord hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee Tenant under this Lease, and (ivD) for an assignment of Lessee's Tenant’s right, title title, and interest in and to the premiums for or dividends upon any insurance required by the terms of this Leasewith respect to Premises, as well as in all refunds or rebates of taxes Impositions or assessments upon or other charges against the Leased PremisesPremises and MOB B, whether paid or to be paid. B. (b) If at any time after the execution and recordation of any such mortgage or deed of trustLeasehold Mortgage, the mortgagee Leasehold Mortgagee or trustee therein shall notify Lessor Landlord in writing that any such mortgage or deed of trust Leasehold Mortgage has been given and executed by LesseeTenant, and shall at the same time furnish Lessor Landlord with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor Landlord hereby agrees that it will thereafter mail to such mortgagee Leasehold Mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor Landlord may from time to time give or serve upon Lessee Tenant under and pursuant to the terms and provisions of this Lease. (c) Upon a Leasehold Mortgagee’s receipt of written notice of an event of default hereunder (a “Default Notice”), the Leasehold Mortgagee shall have the right, but not the obligation, to cure such Event of Default on behalf of Tenant, and Landlord shall not have the right to exercise any of its remedies granted under Section 17.1 of this Lease in the event that the Leasehold Mortgagee completes the cure of such event of default on or before the later to occur of (i) sixty (60) days following Leasehold Mortgagee’s receipt of the Default Notice (thirty (30) days in the event of Tenant’s failure to pay any amounts due Landlord under this Lease) and (ii) the expiration of the Tenant’s cure period hereunder; provided, however, that if such event of default can be cured but cannot be cured within the time permitted, then Leasehold Mortgagee shall be permitted such additional time thereafter as is reasonably necessary to cure such event of default, provided that Leasehold Mortgagee is proceeding to cure such default continuously and diligently and in a manner reasonably satisfactory to Landlord (the “Leasehold Mortgagee’s Cure Period”). Landlord agrees to accept Leasehold Mortgagee’s cure of an Event of Default so long as that cure is in accordance with the requirements of this Lease.

Rights of Leasehold Mortgagee. A. Lessee may(a) In addition to the financing or refinancing permitted pursuant to Sections 11.2 hereof, Tenant shall have the right at any time and from time to time, without Lessor's Landlord’s consent, to mortgage, pledge, grant deeds deed(s) of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title title, and interest of Lessee hereunderTenant hereunder (sometimes herein called a “Leasehold Mortgage”), and to assign, hypothecate hypothecate, or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, provided that no mortgageeLeasehold Mortgagee, trustee, or other person Person claiming by, through through, or under any instrument creating any such encumbrance on the leasehold estate created hereby shall by virtue thereof acquire any greater right in the Leased Premises Air Space Parcel than Lessee Tenant then had under this Lease, except for the right rights expressly granted to such mortgageeLeasehold Mortgagee, trustee trustee, or other person Person under the terms of this Lease; and provided provided, further, that such mortgage, deed of trust or other instrument of encumbranceLeasehold Mortgage, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditions, covenants covenants, and obligations of this Lease and to all of the rights of Lessor Landlord hereunder. As to any such Leasehold Mortgage Lessor in favor of a Leasehold Mortgagee, Landlord consents to provisions therein, at the option of LesseeTenant, (ai) for an assignment of Lessee's Tenant’s share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X VIII of this Lease, (b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (cii) that a default by Lessee Tenant under this Lease shall constitute a default under any such leasehold mortgageLeasehold Mortgage, (diii) for an assignment of Lessee's Tenant’s right, if any, to terminate, cancel, modify, change, supplement, alter alter, or amend this Lease, (eiv) for an assignment of any sublease to which any such leasehold mortgage Leasehold Mortgage is subordinated, subject to the rights of Lessor Landlord hereunder, and (fv) effective upon any default in any such leasehold mortgageLeasehold Mortgage, (iA) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale or by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or and/or a sale by any subsequent purchaser, (iiB) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iiiC) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased PremisesAir Space Parcel and Tenant’s Facility, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor Landlord hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee Tenant under this Lease, and (ivD) for an assignment of Lessee's Tenant’s right, title title, and interest in and to the premiums for or dividends upon any insurance required by the terms of this Leasewith respect to Tenant’s Facility, as well as in all refunds or rebates of taxes Real Estate Taxes or assessments upon or other charges against the Leased PremisesAir Space Parcel and Tenant’s Facility, whether paid or to be paid. B. (b) If at any time after the execution and recordation of any such mortgage or deed of trustLeasehold Mortgage, the mortgagee Leasehold Mortgagee or trustee therein shall notify Lessor Landlord in writing that any such mortgage or deed of trust Leasehold Mortgage has been given and executed by LesseeTenant, and shall at the same time furnish Lessor Landlord with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor Landlord hereby agrees that it will thereafter mail to such mortgagee Leasehold Mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor Landlord may from time to time give or serve upon Lessee Tenant under and pursuant to the terms and provisions of this Lease.

Rights of Leasehold Mortgagee. A. Lessee mayA Leasehold Mortgagee shall have the absolute right to do one, without Lessor's consent, mortgage, pledge, grant deeds of trust, some or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title and interest of Lessee hereunder, and assign, hypothecate or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, that no mortgagee, trustee, or other person claiming by, through or under any instrument creating any such encumbrance shall by virtue thereof acquire any greater right in the Leased Premises than Lessee then had under this Lease, except for the right expressly granted to such mortgagee, trustee or other person under the terms of this Lease; and provided further, that such mortgage, deed of trust or other instrument of encumbrance, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditionsfollowing: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire title (whether by foreclosure, covenants assignment in lieu of foreclosure or other means) to this Lease or the sublease (as the case may be); (iv) take possession of and obligations operate the Generating Facility; (v) assign or transfer this Lease or the sublease (as the case may be) to a third party; (vi) exercise any rights of Tenant or a sublessee hereunder or with respect to this Lease or the sublease (as the case may be) or (vii) cause a receiver to be appointed to do any of the foregoing things. Landlord’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease and to all of or the rights of Lessor hereunder. As to any such Leasehold Mortgage Lessor consents to provisions therein, at sublease (as the option of Lessee, (acase may be) for an assignment of Lessee's share of the net proceeds from any award or other compensation resulting from by a total or partial (other than temporary) taking as set forth in Article X of this Lease, (b) for the entry of any Leasehold Mortgagee upon or any other third party who acquires the Leased Premises during business hours, without notice to Lessor same from or Lessee, to view the state of the Leased Premises, (c) that a default by Lessee under this Lease shall constitute a default under any such leasehold mortgage, (d) for an assignment of Lessee's right, if any, to terminate, cancel, modify, change, supplement, alter or amend this Lease, (e) for an assignment of any sublease to which any such leasehold mortgage is subordinated, subject to the rights of Lessor hereunder, and (f) effective upon any default in any such leasehold mortgage, (i) for the foreclosure on behalf of the Leasehold Mortgage pursuant to a power of sale by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or a sale by any subsequent purchaserMortgagee, (ii) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii) for the rights of Landlord shall recognize the Leasehold Mortgagee or such other party (as the receiver to enter case may be) as Tenant’s or such sublessee’s (as the case may be) proper successor, and take possession this Lease or the sublease (as the case may be) shall remain in full force and effect. Landlord shall be given written notice by any Leasehold Mortgagee of any action by Leasehold Mortgagee set forth here which notice shall be given within fifteen days of the Leased Premises, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights initiation of Lessor hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee under this Lease, and (iv) for such an assignment of Lessee's right, title and interest in and to the premiums for or dividends upon any insurance required by the terms of this Lease, as well as in all refunds or rebates of taxes or assessments upon or other charges against the Leased Premises, whether paid or to be paidaction. B. If at any time after the execution and recordation of any such mortgage or deed of trust, the mortgagee or trustee therein shall notify Lessor in writing that any such mortgage or deed of trust has been given and executed by Lessee, and shall at the same time furnish Lessor with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor hereby agrees that it will thereafter mail to such mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Lease.

Rights of Leasehold Mortgagee. A. Lessee may, without Lessor's consent, mortgage, pledge, grant deeds of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title and interest of Lessee hereunder, and assign, hypothecate or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or of mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, that no mortgagee, trustee, or other person claiming by, through or under any instrument creating any such encumbrance shall by virtue thereof acquire any greater right in the Leased Premises than Lessee then had under this Lease, except for the right expressly granted to such mortgagee, trustee or other person under the terms of this Lease; and provided further, that such mortgage, deed of trust or other instrument of encumbrance, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditions, covenants and obligations of this Lease and to all of the rights of Lessor hereunder. As to any such Leasehold Mortgage Lessor consents to provisions therein, at the option of Lessee, (a) for an assignment of Lessee's share of the net proceeds from form any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X XII of this Lease, (b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (c) that a default by Lessee under this Lease shall constitute a default under any such leasehold mortgage, (d) for an assignment of Lessee's right, if any, to terminate, cancel, modify, change, supplement, alter or amend this Lease, (e) for an and assignment of any an sublease to which any such leasehold mortgage is subordinated, subject to the rights of Lessor hereunder, and (f) effective upon any default in any such leasehold mortgage, (i) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or a sale by any subsequent purchaser, (ii) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased Premises, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee under this Lease, and (iv) for an assignment of Lessee's right, title and interest in and to the premiums for or dividends upon any insurance required by the terms of this Lease, as well as in all refunds or rebates of taxes or assessments upon or other charges against the Leased Premises, whether paid or to be paid. B. If at any time after the execution and recordation of any such mortgage or deed of trust, the mortgagee or trustee therein shall notify Lessor in writing that any such mortgage or deed of trust has been given and executed by Lessee, and shall at the same time furnish Lessor with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor hereby agrees that it will thereafter mail to such mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Lease.

Rights of Leasehold Mortgagee. A. Lessee may1. In addition to the financing or refinancing permitted pursuant to Section 11.2 hereof, the Tenant shall have the right at any time and from time to time, without Lessor's the Landlord’s consent, to mortgage, pledge, grant deeds deed(s) of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title title, and interest of Lessee the Tenant hereunder, and to assign, hypothecate hypothecate, or pledge the same, as security for the payment of any debt to any holder or beneficiary of a deed of trust or mortgage securing the payment of indebtedness to Leasehold Mortgagee; provided, provided that no mortgageeLeasehold Mortgagee, trustee, or other person claiming by, through or under any instrument creating any such encumbrance shall on the leasehold estate created hereby, shall, by virtue thereof acquire any greater right in the Leased Premises than Lessee the Tenant then had under this Lease, except for the right rights expressly granted to such mortgageeLeasehold Mortgagee, trustee trustee, or other person under the terms of this Lease; and provided provided, further, that such mortgage, deed of trust or other instrument of encumbranceLeasehold Mortgage, and the indebtedness secured thereby, shall at all times be and remain subject to all of the conditions, covenants covenants, and obligations of this Lease and to all of the rights of Lessor the Landlord hereunder. As to any such Leasehold Mortgage Lessor in favor of a Leasehold Mortgagee, the Landlord consents to provisions therein, at the option of Lessee, (the Tenant: a) for an assignment of Lessee's the Tenant’s share of the net proceeds from any award Award or other compensation resulting from a total or partial (other than temporary) taking Taking, as set forth in Article X Section 8 of this Lease, (; b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (c) that a default by Lessee the Tenant under this Lease shall constitute a default under any such leasehold mortgage, (dLeasehold Mortgage; c) for an assignment of Lessee's the Tenant’s right, if any, to terminate, cancel, modify, change, supplement, alter alter, or amend this Lease, (e; d) for an assignment of any sublease to which any such leasehold mortgage Leasehold Mortgage is subordinated, subject to the rights of Lessor the Landlord hereunder, and (f; and e) effective upon any default in any such leasehold mortgage, (i) Leasehold Mortgage: for the foreclosure of the Leasehold Mortgage pursuant to a power of sale or by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or and/or a sale by any subsequent purchaser, (ii) ; for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii) ; for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased Premises, to manage and operate the same, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor the Landlord hereunder), and to cure any default under the Leasehold Mortgage or any default by Lessee the Tenant under this Lease, and (iv) and; for an assignment of Lessee's the Tenant’s right, title title, and interest in and to the premiums for or dividends upon any insurance required by with respect to the terms of this LeasePremises, as well as in all refunds or rebates of taxes Impositions or assessments upon or other charges against the Leased Premises, whether paid or to be paid. B. 2. If at any time after the execution and recordation of any such mortgage or deed of trustLeasehold Mortgage, the mortgagee Leasehold Mortgagee or trustee therein shall notify Lessor the Landlord in writing that any such mortgage or deed of trust Leasehold Mortgage has been given and executed by Lesseethe Tenant, and shall at the same time furnish Lessor the Landlord with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor Landlord hereby agrees that it will thereafter mail to such mortgagee Leasehold Mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, at the address so given, duplicate copies of any and all notices in writing which Lessor the Landlord may from time to time give or serve upon Lessee the Tenant under and pursuant to the terms and provisions of this Lease. 3. Upon a Leasehold Mortgagee’s receipt of written notice of an event of default hereunder (a “Default Notice”), the Leasehold Mortgagee shall have the right, but not the obligation, to cure such event of default on behalf of the Tenant, and the Landlord shall not have the right to exercise any of its remedies granted under Section 17.1 of this Lease in the event that the Leasehold Mortgagee completes the cure of such event of default on or before the later to occur of: a) sixty (60) days following the Leasehold Mortgagee’s receipt of the Default Notice (thirty (30) days in the event of the Tenant’s failure to pay any amounts due to the Landlord under this Lease); and b) the expiration of the Tenant’s cure period hereunder, provided, however, that if such event of default can be cured but cannot be cured within the time permitted, then the Leasehold Mortgagee shall be permitted such additional time thereafter as is reasonably necessary to cure such event of default, provided that the Leasehold Mortgagee is proceeding to cure such default continually and diligently and in a manner reasonably satisfactory to the Landlord (the “Leasehold Mortgagee’s Cure Period”). The Landlord agrees to accept the Leasehold Mortgagee’s cure of an event of default, so long as that cure is in accordance with the requirements of this Lease.

Rights of Leasehold Mortgagee. A. Lessee may(i) Without limitation of the provisions of Section 9(b), Tenant may at any time and from time to time, without Lessor's District’s consent, mortgage, pledge, grant deeds deed(s) of trust, or otherwise encumber the leasehold estate created hereby and all or any portion of the right, title title, and interest of Lessee hereunder, and assign, hypothecate or pledge the same, as security for the payment of any debt to any holder or beneficiary of Tenant hereunder by a deed of trust or mortgage securing the payment of indebtedness to Leasehold MortgageeMortgage; provided, provided that no mortgagee, trustee, Leasehold Mortgagee or other person Person claiming by, through through, or under any instrument creating any such encumbrance Leasehold Mortgage shall by virtue thereof acquire any greater right in the Leased Premises Project Area than Lessee Tenant then had under this Lease, except for the right rights expressly granted to such mortgagee, trustee Leasehold Mortgagee or other person Person under the terms of this LeaseLease or any other written agreement executed by District; and provided provided, further, that such mortgage, deed of trust or other instrument of encumbrance, and the indebtedness secured thereby, Leasehold Mortgage shall at all times be and remain subject to all of the conditions, covenants covenants, and obligations of this Lease and to all of the rights of Lessor District hereunder. As to any such Leasehold Mortgage Lessor in favor of a Leasehold Mortgagee, District consents to provisions therein, at the option of LesseeTenant, (aA) for an assignment of Lessee's Tenant’s share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Article X Section 24 of this Lease, (b) for the entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Lessor or Lessee, to view the state of the Leased Premises, (c) that a default by Lessee under this Lease shall constitute a default under any such leasehold mortgage, (dB) for an assignment of Lessee's Tenant’s right, if any, to terminate, cancel, modify, change, supplement, alter alter, or amend this Lease, (eC) for an assignment of any sublease to which any such leasehold mortgage Leasehold Mortgage is subordinated, subject to the rights of Lessor hereunder, and (fD) effective upon any default in any such leasehold mortgageLeasehold Mortgage, (i1) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale or by judicial proceedings or other lawful means and the subsequent sale of the leasehold estate to the purchaser at the foreclosure sale and a sale by such purchaser or and/or a sale by any subsequent purchaser, (ii2) for the appointment of a receiver, irrespective of whether any Leasehold Mortgagee accelerates the maturity of all indebtedness secured by the Leasehold Mortgage, (iii3) for the rights of the Leasehold Mortgagee or the receiver to enter and take possession of the Leased PremisesProject Area, to manage and operate the same, subject to the terms of any Sublease, to collect the subrentals, issues and profits therefrom (subject to the rights of Lessor hereunder)therefrom, and to cure any default under the Leasehold Mortgage or any default by Lessee Tenant under this Lease, and (iv4) for an assignment of Lessee's Tenant’s right, title title, and interest in and to the premiums for or dividends upon any insurance required by with respect to the terms of this LeaseProject Area, as well as Tenant’s right, title and interest in all refunds or rebates of taxes or assessments Impositions upon or other charges against the Leased PremisesProject Area to which Tenant shall be entitled, whether paid or to be paid. B. (ii) If at any time after the execution and recordation of any such mortgage or deed of trustLeasehold Mortgage, the mortgagee or trustee therein Leasehold Mortgagee shall notify Lessor District in writing that any such mortgage or deed of trust Leasehold Mortgage has been given and executed by LesseeTenant, and shall at the same time furnish Lessor District with the address to which it desires copies of notices to be mailed, or designate some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor District hereby agrees that it will thereafter mail to such mortgagee or trustee and to the agent or representative so designated by such mortgagee or trustee, Leasehold Mortgagee at the address so given, duplicate copies of any and all notices in writing which Lessor District may from time to time give or serve upon Lessee Tenant under and pursuant to the terms and provisions of this Lease.