Common use of Tenant’s Right to Mortgage Lease Clause in Contracts

Tenant’s Right to Mortgage Lease. Tenant shall have the right, at any time and from time to time, to mortgage, grant a deed of trust on and/or pledge the interest of Tenant under this Lease to one or more banks or other institutional lenders (together with any successors or assigns, “Leasehold Mortgagee”) in accordance with the provisions set forth below in this Section 9.1. Tenant agrees to furnish Landlord with a true, correct and complete copy of each such mortgage, deed of trust or pledge (each, a “Leasehold Mortgage”) regardless of whether or not Landlord’s consent is required. Landlord acknowledges that any Leasehold Mortgage may encumber all or a portion of Tenant’s interest under this Lease together with all or a portion of Tenant’s interest in the Fee Property. In no event shall any Leasehold Mortgage encumber Landlord’s fee interest in the Property. (a) Tenant shall have the right, at any time and from time to time prior to the end of Lease Year 2, without Landlord’s consent or approval, to enter into one or more Leasehold Mortgages to secure any financing obtained by Tenant in connection with all or any portion of the Property, which Leasehold Mortgage(s) may also cover all or a portion of the Fee Property. (b) Tenant shall have the right, at any time and from time to time, without Landlord’s consent or approval, to enter into one or more Leasehold Mortgages to secure the financing of all or any portion of the Development Project and/or any of the work required under Article 11 of this Lease, provided that substantially all of the loan proceeds (net of financing costs and closing costs) are either (i) used to pay off then existing debt secured by the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, used to pay off then existing debt secured by the Property and the Fee Property) and/or (ii) reinvested in the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, a significant portion of the loan proceeds shall be reinvested in the Property). (c) Tenant shall have the right, at any time and from time to time, with Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, to enter into one or more Leasehold Mortgages to secure financing that does not meet the criteria of Section 9.1(a) or (b). Tenant’s request for consent shall be accompanied by detailed information regarding the proposed financing, including information sufficient for Landlord to evaluate the loan to value ratio, debt coverage ratio and the uses of loan proceeds. Tenant agrees that it shall be reasonable for Landlord to withhold its consent to a proposed financing if (i) the principal amount of the resulting loan would exceed 75% of the fair market value of the Property encumbered by the Leasehold Mortgage, as determined by an independent appraiser selected by the Leasehold Mortgagee, or (ii) the resulting loan would cause the ratio of the pro forma annual stabilized net operating income generated by the Property to the annual debt service from the proposed loan and all other loans, assessments and special taxes that would be secured by the Property to be less than 1.20 to 1.00. The foregoing calculation of the annual net operating income shall include a reasonable set aside of sufficient reserves, as reasonably determined by Leasehold Mortgagee, for Tenant to maintain the marina on the Property in good order, repair and condition throughout the remaining Term. The foregoing calculation of the debt service coverage ratio shall otherwise be determined in accordance with generally accepted accounting principles. If the proposed loan will also be secured by all or any portion of the Fee Property, then such portion of the Fee Property shall be included in the calculation of the debt service coverage ratio, in both the numerator and the denominator. The parties recognize that, in order to meet loan commitment deadlines of proposed Leasehold Mortgagees, timely consideration of proposed financings will be needed. To facilitate meeting of such deadlines, Tenant agrees to use good faith, diligent efforts to expedite submittal of all materials required by Landlord for timely review and consideration of any proposed financing request, and Landlord agrees to use good faith diligent efforts to promptly review and respond to all such requests for approval.

Tenant’s Right to Mortgage Lease. Tenant shall have Notwithstanding anything to the right, at any time and from time to time, to mortgage, grant a deed of trust on and/or pledge the interest of Tenant under this Lease to one or more banks or other institutional lenders (together with any successors or assigns, “Leasehold Mortgagee”) in accordance with the provisions set forth below contrary contained in this Section 9.1. Tenant agrees Restated Lease, the Leemilt’s Lease, the Gettymart Lease, or in any Power Test Lease or Fee Mortgage, but subject to furnish Landlord with a truethe terms of the Third Party Leases, correct Tenant, and complete copy any permitted successor or assign of each such mortgageTenant, deed of trust or pledge (eachmay, a “Leasehold Mortgage”) regardless of whether or not without Landlord’s consent is required. Landlord acknowledges that any Leasehold Mortgage may encumber all or a portion of Tenant’s interest under this Lease together with all or a portion of Tenant’s interest in the Fee Property. In no event shall any Leasehold Mortgage encumber Landlord’s fee interest in the Property. (a) Tenant shall have the rightconsent, at any time and from time to time prior to the end of Lease Year 2, without Landlord’s consent or approval, to enter into one or more a Permitted Leasehold Mortgages to secure any financing obtained by Tenant in connection with all or any portion of the Property, which Leasehold Mortgage(s) may also cover all or a portion of the Fee Property. (b) Tenant shall have the right, at any time and from time to time, without Landlord’s consent or approval, to enter into one or more Leasehold Mortgages to secure the financing of all or any portion of the Development Project and/or any of the work required under Article 11 of this LeaseMortgage, provided that substantially all of the loan proceeds no more than two (net of financing costs 2) Permitted Leasehold Mortgages may encumber this Restated Lease and closing costs) are either (i) used to pay off then existing debt secured by the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, used to pay off then existing debt secured by the Property and the Fee Property) and/or (ii) reinvested in the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, a significant portion of the loan proceeds Estate demised hereunder at any time. There shall be reinvested in the Property). (c) Tenant shall have the right, at any time and from time to time, with Landlord’s prior written consent, which shall not be unreasonably withheld no limitation or delayed, to enter into one or more Leasehold Mortgages to secure financing that does not meet the criteria of Section 9.1(a) or (b). Tenant’s request for consent shall be accompanied by detailed information regarding the proposed financing, including information sufficient for Landlord to evaluate the loan to value ratio, debt coverage ratio and the uses of loan proceeds. Tenant agrees that it shall be reasonable for Landlord to withhold its consent to a proposed financing if (i) restrictions upon the principal amount of the resulting loan would exceed 75% of the fair market value of the Property encumbered and other sums secured by the any such Permitted Leasehold Mortgage, as determined by an independent appraiser selected by the Leasehold Mortgagee, and such principal amount or (ii) the resulting loan would cause the ratio of the pro forma annual stabilized net operating income generated by the Property to the annual debt service from the proposed loan and all other loans, assessments and special taxes that would be secured by the Property to be less than 1.20 to 1.00. The foregoing calculation of the annual net operating income shall include a reasonable set aside of sufficient reserves, as reasonably determined by Leasehold Mortgagee, for Tenant to maintain the marina on the Property in good order, repair and condition throughout the remaining Term. The foregoing calculation of the debt service coverage ratio shall otherwise be determined in accordance with generally accepted accounting principles. If the proposed loan will sums may also be secured by other mortgages, deeds of trust or security agreements. Any Permitted Leasehold Mortgage shall by its terms be made expressly subject to all Landlord’s rights under the provisions, covenants, conditions, exceptions and reservations herein contained. Landlord shall not be bound to recognize Leasehold Mortgagee or to deliver to same any portion Notice required under the terms of this Restated Lease unless and until Leasehold Mortgagee and Tenant shall have notified Landlord in writing pursuant to Article 20 hereof of the Fee Property, then such portion existence of its Permitted Leasehold Mortgage and of the Fee Property shall be included in the calculation name and address of the debt service coverage ratio, in both the numerator and the denominator. The parties recognize that, in order to meet loan commitment deadlines of proposed Leasehold Mortgagees, timely consideration of proposed financings will be needed. To facilitate meeting of such deadlines, Tenant agrees to use good faith, diligent efforts to expedite submittal of all materials required by Landlord for timely review and consideration of any proposed financing request, and Landlord agrees to use good faith diligent efforts to promptly review and respond to all such requests for approvalMortgagee.

Tenant’s Right to Mortgage Lease. Tenant shall have Notwithstanding anything to the right, at any time and from time to time, to mortgage, grant a deed of trust on and/or pledge the interest of Tenant under this Lease to one or more banks or other institutional lenders (together with any successors or assigns, “Leasehold Mortgagee”) in accordance with the provisions set forth below contrary contained in this Section 9.1. Tenant agrees Restated Lease, the Leemilt's Lease, the Gettymart Lease, or in any Power Test Lease or Fee Mortgage, but subject to furnish Landlord with a truethe terms of the Third Party Leases, correct Tenant, and complete copy of each such mortgage, deed of trust any permitted successor or pledge (each, a “Leasehold Mortgage”) regardless of whether or not Landlord’s consent is required. Landlord acknowledges that any Leasehold Mortgage may encumber all or a portion assign of Tenant’s interest under this Lease together with all or a portion of Tenant’s interest in the Fee Property. In no event shall any Leasehold Mortgage encumber , may, without Landlord’s fee interest in the Property. (a) Tenant shall have the right's consent, at any time and from time to time prior to the end of Lease Year 2, without Landlord’s consent or approval, to enter into one or more a Permitted Leasehold Mortgages to secure any financing obtained by Tenant in connection with all or any portion of the Property, which Leasehold Mortgage(s) may also cover all or a portion of the Fee Property. (b) Tenant shall have the right, at any time and from time to time, without Landlord’s consent or approval, to enter into one or more Leasehold Mortgages to secure the financing of all or any portion of the Development Project and/or any of the work required under Article 11 of this LeaseMortgage, provided that substantially all of the loan proceeds no more than two (net of financing costs 2) Permitted Leasehold Mortgages may encumber this Restated Lease and closing costs) are either (i) used to pay off then existing debt secured by the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, used to pay off then existing debt secured by the Property and the Fee Property) and/or (ii) reinvested in the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, a significant portion of the loan proceeds Estate demised hereunder at any time. There shall be reinvested in the Property). (c) Tenant shall have the right, at any time and from time to time, with Landlord’s prior written consent, which shall not be unreasonably withheld no limitation or delayed, to enter into one or more Leasehold Mortgages to secure financing that does not meet the criteria of Section 9.1(a) or (b). Tenant’s request for consent shall be accompanied by detailed information regarding the proposed financing, including information sufficient for Landlord to evaluate the loan to value ratio, debt coverage ratio and the uses of loan proceeds. Tenant agrees that it shall be reasonable for Landlord to withhold its consent to a proposed financing if (i) restrictions upon the principal amount of the resulting loan would exceed 75% of the fair market value of the Property encumbered and other sums secured by the any such Permitted Leasehold Mortgage, as determined by an independent appraiser selected by the Leasehold Mortgagee, and such principal amount or (ii) the resulting loan would cause the ratio of the pro forma annual stabilized net operating income generated by the Property to the annual debt service from the proposed loan and all other loans, assessments and special taxes that would be secured by the Property to be less than 1.20 to 1.00. The foregoing calculation of the annual net operating income shall include a reasonable set aside of sufficient reserves, as reasonably determined by Leasehold Mortgagee, for Tenant to maintain the marina on the Property in good order, repair and condition throughout the remaining Term. The foregoing calculation of the debt service coverage ratio shall otherwise be determined in accordance with generally accepted accounting principles. If the proposed loan will sums may also be secured by other mortgages, deeds of trust or security agreements. Any Permitted Leasehold Mortgage shall by its terms be made expressly subject to all Landlord's rights under the provisions, covenants, conditions, exceptions and reservations herein contained. Landlord shall not be bound to recognize Leasehold Mortgagee or to deliver to same any portion Notice required under the terms of this Restated Lease unless and until Leasehold Mortgagee and Tenant shall have notified Landlord in writing pursuant to Article 20 hereof of the Fee Property, then such portion existence of its Permitted Leasehold Mortgage and of the Fee Property shall be included in the calculation name and address of the debt service coverage ratio, in both the numerator and the denominator. The parties recognize that, in order to meet loan commitment deadlines of proposed Leasehold Mortgagees, timely consideration of proposed financings will be needed. To facilitate meeting of such deadlines, Tenant agrees to use good faith, diligent efforts to expedite submittal of all materials required by Landlord for timely review and consideration of any proposed financing request, and Landlord agrees to use good faith diligent efforts to promptly review and respond to all such requests for approvalMortgagee.

Tenant’s Right to Mortgage Lease. Tenant shall have Notwithstanding anything to the right, at any time and from time to time, to mortgage, grant a deed of trust on and/or pledge the interest of Tenant under this Lease to one or more banks or other institutional lenders (together with any successors or assigns, “Leasehold Mortgagee”) in accordance with the provisions set forth below contrary contained in this Section 9.1. Tenant agrees Restated Lease or in any Power Test Lease or Fee Mortgage, but subject to furnish Landlord with a truethe terms of the Third Party Leases, correct Tenant, and complete copy of each such mortgage, deed of trust any permitted successor or pledge (each, a “Leasehold Mortgage”) regardless of whether or not Landlord’s consent is required. Landlord acknowledges that any Leasehold Mortgage may encumber all or a portion assign of Tenant’s interest under this Lease together with all or a portion of Tenant’s interest in the Fee Property. In no event shall any Leasehold Mortgage encumber , may, without Landlord’s fee interest in the Property. (a) Tenant shall have the right's consent, at any time and from time to time prior to the end of Lease Year 2, without Landlord’s consent or approval, to enter into one or more a Permitted Leasehold Mortgages to secure any financing obtained by Tenant in connection with all or any portion of the Property, which Leasehold Mortgage(s) may also cover all or a portion of the Fee Property. (b) Tenant shall have the right, at any time and from time to time, without Landlord’s consent or approval, to enter into one or more Leasehold Mortgages to secure the financing of all or any portion of the Development Project and/or any of the work required under Article 11 of this LeaseMortgage, provided that substantially all of the loan proceeds no more than two (net of financing costs 2) Permitted Leasehold Mortgages may encumber this Restated Lease and closing costs) are either (i) used to pay off then existing debt secured by the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, used to pay off then existing debt secured by the Property and the Fee Property) and/or (ii) reinvested in the Property (or, if the Leasehold Mortgage also encumbers all or a portion of Tenant’s interest in the Fee Property, a significant portion of the loan proceeds Estate demised hereunder at any time. There shall be reinvested in the Property). (c) Tenant shall have the right, at any time and from time to time, with Landlord’s prior written consent, which shall not be unreasonably withheld no limitation or delayed, to enter into one or more Leasehold Mortgages to secure financing that does not meet the criteria of Section 9.1(a) or (b). Tenant’s request for consent shall be accompanied by detailed information regarding the proposed financing, including information sufficient for Landlord to evaluate the loan to value ratio, debt coverage ratio and the uses of loan proceeds. Tenant agrees that it shall be reasonable for Landlord to withhold its consent to a proposed financing if (i) restrictions upon the principal amount of the resulting loan would exceed 75% of the fair market value of the Property encumbered and other sums secured by the any such Permitted Leasehold Mortgage, as determined by an independent appraiser selected by the Leasehold Mortgagee, and such principal amount or (ii) the resulting loan would cause the ratio of the pro forma annual stabilized net operating income generated by the Property to the annual debt service from the proposed loan and all other loans, assessments and special taxes that would be secured by the Property to be less than 1.20 to 1.00. The foregoing calculation of the annual net operating income shall include a reasonable set aside of sufficient reserves, as reasonably determined by Leasehold Mortgagee, for Tenant to maintain the marina on the Property in good order, repair and condition throughout the remaining Term. The foregoing calculation of the debt service coverage ratio shall otherwise be determined in accordance with generally accepted accounting principles. If the proposed loan will sums may also be secured by 68 81 other mortgages, deeds of trust or security agreements. Any Permitted Leasehold Mortgage shall by its terms be made expressly subject to all Landlord's rights under the provisions, covenants, conditions, exceptions and reservations herein contained. Landlord shall not be bound to recognize Leasehold Mortgagee or to deliver to same any portion Notice required under the terms of this Restated Lease unless and until Leasehold Mortgagee and Tenant shall have notified Landlord in writing pursuant to Article 20 hereof of the Fee Property, then such portion existence of its Permitted Leasehold Mortgage and of the Fee Property shall be included in the calculation name and address of the debt service coverage ratio, in both the numerator and the denominator. The parties recognize that, in order to meet loan commitment deadlines of proposed Leasehold Mortgagees, timely consideration of proposed financings will be needed. To facilitate meeting of such deadlines, Tenant agrees to use good faith, diligent efforts to expedite submittal of all materials required by Landlord for timely review and consideration of any proposed financing request, and Landlord agrees to use good faith diligent efforts to promptly review and respond to all such requests for approvalMortgagee.