Common use of Notice to Mortgagee Clause in Contracts

Notice to Mortgagee. No default notice from Manager to Owner under this Agreement shall be effective unless and until a copy of the same is given to any Mortgagee(s). The curing of any Owner default by any Mortgagee(s) shall be treated as performance by Owner, provided any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) shall have the right but not the obligation to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days to remedy, or cause to be remedied, any such default. Manager shall accept performance by any Mortgagee(s) of any term, covenant, condition or agreement to be performed by Owner under this Agreement with the same force and effect as though performed by Owner. No Owner default under this Agreement shall exist or shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by any Mortgagee or other Successor Owner as Owner under this Agreement, and no other property or assets of any Mortgagee or any other Successor Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies with respect to this Agreement. Any Mortgagee shall have the right, without Manager’s consent, to foreclose its Mortgage either judicially or pursuant to the power of sale or to accept a deed in lieu of foreclosure of such Mortgage or to exercise any other rights or remedies available under the Loan Documents and in connection therewith terminate this Agreement.

Notice to Mortgagee. No default At the written request of Landlord and for so long as there remains of record a mortgage or mortgages of Landlord's interest in the property, and Tenant has been given written notice from Manager to Owner under this Agreement shall be effective unless and until a copy of the same identity and address of such mortgagee(s), Tenant shall use reasonable effort to-give-a- duplicate -notice of each notice sent to Landlord to such mortgagee. Failure to give notice to mortgagee shall not invalidate the Tenant's notice to Landlord or expose Tenant to liability to mortgagee. Tenant agrees that if in any notice to Landlord the performance of some act is given to any Mortgagee(s). The curing of any Owner default by any Mortgagee(s) shall be treated as performance by Ownerrequired or compliance with some provision hereof is requested and Landlord does not, provided any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) allotted time, perform such act or comply with such provision, then mortgagee shall have the right but not the obligation to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days after mortgagee's receipt of such notice in which to remedyperform such act or comply with such provision for and on behalf of Landlord, and Tenant shall have no right to take action otherwise permitted it, or cause to terminate this Lease, if the mortgagee shall perform and comply within said thirty (30) days. In the event the act or thing to be remediedcomplied with within said thirty (30) day period cannot by its nature reasonably be completed within such period, any such default. Manager shall accept performance by any Mortgagee(s) of any term, covenant, condition or agreement to be performed by Owner under this Agreement with the same force and effect as though performed by Owner. No Owner default under this Agreement shall exist or mortgagee shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money complied therewith in the event it commenced the performance of compliance within said thirty (30) day period and thereafter completes the same with due diligence. The granting to the mortgagee of additional time in which to comply shall not be deemed in any default by any Mortgagee manner to release or other Successor Owner as Owner relieve Landlord from the obligations of Landlord under this Agreement, Lease. The said mortgagee is hereby authorized to enter upon the Leased. Premises following reasonable notice to Tenant and no other property while thereon to do anything necessary to correct such default. For purposes of this Lease any reference to a mortgage or assets mortgages shall include references to deeds of any Mortgagee or any other Successor Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies with respect to this Agreement. Any Mortgagee shall have the right, without Manager’s consent, to foreclose its Mortgage either judicially or pursuant to the power of sale or to accept a deed in lieu of foreclosure of such Mortgage or to exercise any other rights or remedies available under the Loan Documents trust and in connection therewith terminate this Agreementbeneficiaries thereof.

Notice to Mortgagee. No default During any period in which a Mortgage is in place, Landlord shall give any such Mortgagee of which Landlord has received notice from Manager Tenant of a duplicate copy of all notices of default or other notices that Landlord may give to Owner or serve in writing upon Tenant pursuant to the terms of this Lease. All such duplicate copies of notices of default and other notices shall be distributed simultaneously to both Tenant and Mortgagee. No notice by Landlord to Tenant under this Agreement Lease shall be effective unless and until a copy of the same is such notice has been delivered to each Mortgagee of which Landlord has received notice from Tenant. Additionally, Landlord shall give Mortgagee notice of any rejection of this Lease in bankruptcy proceedings. Landlord shall not serve a notice of cancellation or termination upon Tenant unless a copy of any prior notice of default has been given to any Mortgagee(s)Mortgagee and the time to cure the default pursuant to Section 10.2 has expired without cure. The curing No such notice of any Owner default by any Mortgagee(s) shall be treated effective as performance by Owner, provided to such Mortgagee who does not receive actual notice. Landlord further agrees that it shall notify Mortgagee in writing of the failure or success of Tenant to cure a default within any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) applicable grace period under this Lease and Mortgagee shall have the right but not the obligation additional cure periods pursuant to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days to remedy, or cause to be remedied, any such defaultSection 10.2 below. Manager shall accept The performance by any Mortgagee(s) Mortgagee of any term, covenant, condition or agreement on behalf of Tenant would be deemed to be have been performed by Owner under this Agreement with the same force and effect as though performed by OwnerTenant. No Owner The address of Mortgagee originally designated in a Mortgage may be changed upon notice delivered to Landlord in the manner specified in Section 19.12 herein. Landlord’s failure to give any such notice to any such Mortgagee shall not constitute a default under this Agreement shall exist or shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by any Mortgagee or other Successor Owner as Owner under this Agreement, and no other property or assets of any Mortgagee or any other Successor Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies with respect to this Agreement. Any Mortgagee shall have the right, without Manager’s consent, to foreclose its Mortgage either judicially or pursuant to the power of sale or to accept a deed in lieu of foreclosure of such Mortgage or to exercise any other rights or remedies available under the Loan Documents and in connection therewith terminate this AgreementSection 14.4.

Notice to Mortgagee. No default So long as there remains of record a mortgage or mortgages of Landlord's interest in the property, and Tenant has been given written notice from Manager to Owner under this Agreement shall be effective unless and until a copy of the same identity and address of such mortgagee(s), upon request by Landlord Tenant shall use reasonable effort to give a duplicate notice of each notice sent to Landlord to such mortgagee. Failure to give notice to such a mortgagee shall not invalidate the Tenant's notice to Landlord or expose Tenant to liability to such a mortgagee. Tenant agrees that if in any notice to Landlord the performance of some act is given to any Mortgagee(s). The curing of any Owner default by any Mortgagee(s) shall be treated as performance by Ownerrequired or compliance with some provision hereof is requested and Landlord does not, provided any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) allotted time, perform such act or comply with such provision, then such a mortgagee shall have the right but not the obligation to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days after mortgagee's receipt of such notice in which to remedyperform such act or comply with such provision for and on behalf of Landlord, and Tenant shall have no right to take action otherwise permitted it, or cause to terminate this Lease, if the mortgagee shall perform and comply within said thirty (30) days. In the event the act or thing to be remediedcomplied with within said thirty (30) day period cannot by its nature reasonably be completed within such period, any such default. Manager shall accept performance by any Mortgagee(s) of any term, covenant, condition or agreement to be performed by Owner under this Agreement with the same force and effect as though performed by Owner. No Owner default under this Agreement shall exist or mortgagee shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money complied therewith in the event it commenced the performance of compliance within said thirty (30) day period and after it completes the same with due diligence. The granting to the mortgagee of additional time in which to comply shall not be deemed in any default by any Mortgagee manner to release or other Successor Owner as Owner relieve Landlord from the obligations of Landlord under this Agreement, Lease. The said mortgagee is hereby authorized to enter upon the Leased Premises following reasonable notice to Tenant and no other property while thereon to do anything necessary to correct such default. For purposes of this Lease any reference to a mortgage or assets mortgagee shall include references to deeds of any Mortgagee or any other Successor Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies with respect to this Agreement. Any Mortgagee shall have the right, without Manager’s consent, to foreclose its Mortgage either judicially or pursuant to the power of sale or to accept a deed in lieu of foreclosure of such Mortgage or to exercise any other rights or remedies available under the Loan Documents trust and in connection therewith terminate this Agreementbeneficiaries thereof.

Notice to Mortgagee. No default Provided that Tenant has been provided with notice of the name and address of any holder of a Superior Mortgage (a “Mortgagee”), no notice from Manager to Owner under this Agreement shall be effective unless and until a copy of the same is given to any Mortgagee(s). The curing of any Owner default by any Mortgagee(s) shall be treated as performance by Owner, provided any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) shall have the right but not the obligation to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days to remedy, or cause to be remedied, any such default. Manager shall accept performance by any Mortgagee(s) of any term, covenant, condition or agreement to be performed by Owner under this Agreement with the same force and effect as though performed by Owner. No Owner default under this Agreement shall exist or shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event Tenant of any default by any Mortgagee or other Successor Owner as Owner under this AgreementLandlord in its obligations shall be valid, and no other property Tenant shall not attempt to exercise any remedy which may arise under law or assets this Lease by reason of any such default, unless Tenant first gives such notice to any Mortgagees and provides such Mortgagees with notice of such default, and an opportunity to cure the same within a period of time that shall be not less than the period afforded to Landlord to cure the default under the provisions of this Lease (the “Basic Notice and Opportunity to Cure”), and a reasonable period of time in addition thereto (i) if the circumstances are such that said default cannot reasonably be cured within such period and Mortgagee has commenced and is diligently pursuing such cure, plus (ii) an unlimited period (not to exceed 240 days) during any litigation or enforcement action or proceeding, including a foreclosure, bankruptcy, reorganization, possessory action or a combination thereof. It is specifically agreed that Tenant shall not require Mortgagee to cure any bankruptcy, insolvency or reorganization default on the part of landlord or any breach by landlord of any representation or warranty. Notwithstanding anything to the contrary contained herein, nothing in this Section 20.5 shall require Tenant to provide any such Mortgagee with any notice or longer opportunity to cure other Successor Owner shall be subject than the Basic Notice and Opportunity to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies Cure with respect to (a) Tenant’s express rights to terminate this Agreement. Any Mortgagee shall have the right, without Manager’s consent, to foreclose its Mortgage either judicially or Lease pursuant to Sections 12.2 or 13.1 of this Lease or Section 14 of the power Work Letter or (b) to receive an abatement or offset against Rent pursuant to Sections 11.7, 12.1, 13.2, 35.1, 36.1 and 37.2 of sale or to accept a deed this Lease and Section 14 of the Work Letter on the terms and conditions contained therein and nothing in lieu of foreclosure of this Section 20.5 shall prohibit Tenant from exercising such Mortgage or to exercise any other rights or remedies available under the Loan Documents and in connection therewith terminate this Agreementexpress rights.

Notice to Mortgagee. No default So long as there is of record a mortgage, ground lease (in which Landlord is the ground lessor), or deed of trust or similar instrument with respect to Landlord’s interest in the property (each an “Underlying Mortgage”), and Tenant has been given written notice from Manager to Owner under this Agreement shall be effective unless and until a copy of the same identity and address of the ground lessor, beneficiary of the deed of trust or other instrument or the mortgagee named in the Underlying Mortgage (each a “Mortgagee”), Tenant shall give a duplicate notice of each notice sent to Landlord to Mortgagee. Tenant agrees that if in any notice to Landlord the performance of some act is given to any Mortgagee(s). The curing of any Owner default by any Mortgagee(s) shall be treated as performance by Ownerrequired or compliance with some provision hereof is requested and Landlord does not, provided any such cure shall be made within the time periods set forth herein. Any Mortgagee(s) allotted time, perform such act or comply with such provision, then the Mortgagee shall have the right but not the obligation to remedy any Owner default under this Agreement, or to cause any default of Owner under this Agreement to be remedied, and for such purpose Manager hereby grants any Mortgagee(s), in addition to the period given to Owner for remedying defaults, an additional thirty (30) days after Mortgagee’s receipt of such notice in which to remedyperform such act or comply with such provision for and on behalf of Landlord, and Tenant shall have no right to take action otherwise permitted it, or cause to terminate this Lease, if the Mortgagee shall perform and comply within said thirty (30) days. In the event the act or thing to be remediedcomplied with within said thirty (30) day period cannot by its nature reasonably be completed within such period, any such default. Manager shall accept performance by any Mortgagee(s) of any term, covenant, condition or agreement to be performed by Owner under this Agreement with the same force and effect as though performed by Owner. No Owner default under this Agreement shall exist or Mortgagee shall be deemed to exist (i) as long as any Mortgagee, in good faith, shall have commenced to cure such default within the above-referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Resort is required in order to cure such default, or if such default is not susceptible of being cured by any Mortgagee, as long as any Mortgagee, in good faith, shall have notified Manager that such Mortgagee intends to institute proceedings under the Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. Neither any Mortgagee nor any Successor Owner shall become liable under this Agreement unless and until such Mortgagee or such other Successor Owner becomes, and then only with respect to periods in which such Mortgagee or such other Successor Owner remains, the owner of the Resort. In no event shall any Mortgagee or any other Successor Owner have any personal liability as successor to Owner, and Manager shall look only to the estate and property of such Mortgagee or such other Successor Owner in the Resort for the satisfaction of Manager’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money complied therewith in the event it commenced the performance of compliance within said thirty (30) day period and thereafter completes the same with due diligence. The granting to the Mortgagee of additional time in which to comply shall not be deemed in any default by any Mortgagee manner to release or other Successor Owner as Owner relieve Landlord from the obligations of Landlord under this Agreement, and no other property or assets of any Mortgagee or any other Successor Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Manager’s remedies with respect to this AgreementLease. Any such Mortgagee shall have is hereby authorized to enter upon the right, without Manager’s consent, Leased Premises following reasonable notice to foreclose its Mortgage either judicially or pursuant Tenant and while thereon to the power of sale or do anything necessary to accept a deed in lieu of foreclosure of correct such Mortgage or to exercise any other rights or remedies available under the Loan Documents and in connection therewith terminate this Agreementdefault.