Common use of Operating Lease Clause in Contracts

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Operating Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in Section 2.1[(g)] hereof; (ii) to the best of Mortgagor's knowledge, there are no material defaults under the Operating Lease by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Operating Lease; (iii) neither Owner nor Operator, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recorded.

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Each Operating Lease is in full force and effect and Operating Lessee is in possession of the premises demised thereunder; (b) neither Mortgage Borrower nor Operating Lessee has entered into any other agreements that have modified, supplemented or amended any of the terms and provisions of any Operating Lease; (c) each Operating Lease (and any memorandum thereof), in each case, as amended (if amended) represents the entire agreement between the parties as to conveyance and operation of the premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not been modified filed any claim of offset and has no charge, lien or amended claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Mortgage Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any interest in any manner whatsoeverOperating Lease exists except as provided herein and pursuant to the other Loan Documents, (h) Operating Lessee has not sublet any of the premises demised pursuant to any Operating Lease except as provided in Section 3.1.22 hereof; (i) without limiting the foregoing, except as specified provided for herein and in Section 2.1[(g)] hereof; (ii) to the best other Loan Documents, each of Mortgagor's knowledge, there are no material defaults under Operating Lessee’s and Mortgage Borrower’s interest in each Operating Lease is unencumbered and neither has collaterally assigned the Operating Lease by or otherwise encumbered its interests thereunder in any party thereunder, way except in connection with the Loan or the Mortgage Loan; (j) neither Operating Lessee nor Mortgage Borrower is in default under any Operating Lease and no neither knows of any event has occurred which but for the passage of time, time or the giving of notice, notice or both would constitute a material an event of default or breach by Operating Lessee or Mortgage Borrower under the Operating Lease; and (iiik) neither Owner nor Operatora true, under the Operating Lease, has commenced any action or given or received any notice for the purpose correct and complete copy of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner and Operator in the each Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordedLender.

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Each Operating Lease is in full force and effect and Operating Lessee is in possession of the premises demised thereunder; (b) neither Mortgage Borrower nor Operating Lessee have entered into any other agreements that have modified, supplemented or amended any of the terms and provisions of any Operating Lease; (c) each Operating Lease as amended (if amended) represents the entire agreement between the parties as to the premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not been modified filed any claim of offset and, to the best knowledge of Borrower, has no charge, lien or amended claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Mortgage Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any interest in any manner whatsoeverOperating Lease by a Mortgage Loan Party, Mezzanine A Loan Party or Loan Party exists except as provided herein and pursuant to the other Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents, (h) except pursuant to the Leases provided to Lender and Leases of less than 5,000 square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease; (i) without limiting the foregoing, except as specified provided for herein and in Section 2.1[(g)] hereof; (ii) to the best other Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents, each of Mortgagor's knowledge, there are no material defaults under Operating Lessee’s and Mortgage Borrower’s interest in each Operating Lease is unencumbered and neither has collaterally assigned the Operating Lease by or otherwise encumbered its interests thereunder in any party thereunder, way; (j) neither Operating Lessee nor Mortgage Borrower is in default under any Operating Lease and no neither knows of any event has occurred which but for the passage of time, time or the giving of notice, notice or both would constitute a material an event of default or breach by Operating Lessee or Mortgage Borrower under the Operating Lease; and (iiik) neither Owner nor Operatora true, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner correct and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a complete copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (includingtogether with any amendment thereto and any ancillary agreement or side letter related thereto, where necessary, sufficient time have been delivered to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordedLender.

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Each Operating Lease is in full force and effect and Operating Lessee is in possession of the premises demised thereunder; (b) neither Borrower nor Operating Lessee has entered into any other agreements that have modified, supplemented or amended any of the terms and provisions of any Operating Lease; (c) each Operating Lease (and any memorandum thereof), in each case, as amended (if amended) represents the entire agreement between the parties as to conveyance and operation of the premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not been modified filed any claim of offset and has no charge, lien or amended claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any interest in any manner whatsoeverOperating Lease exists except as provided herein and pursuant to the other Loan Documents, (h) Operating Lessee has not sublet any of the premises demised pursuant to any Operating Lease except as provided in Section 3.1.22 hereof; (i) without limiting the foregoing, except as specified provided for herein and in Section 2.1[(g)] hereof; (ii) to the best other Loan Documents, each of Mortgagor's knowledge, there are no material defaults under Operating Lessee’s and Borrower’s interest in each Operating Lease is unencumbered and neither has collaterally assigned the Operating Lease by or otherwise encumbered its interests thereunder in any party thereunder, way except in connection with the Loan; (j) neither Operating Lessee nor Borrower is in default under any Operating Lease and no neither knows of any event has occurred which but for the passage of time, time or the giving of notice, notice or both would constitute a material an event of default or breach by Operating Lessee or Borrower under the Operating Lease; and (iiik) neither Owner nor Operatora true, under the Operating Lease, has commenced any action or given or received any notice for the purpose correct and complete copy of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner and Operator in the each Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordedLender.

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Each Operating Lease is in full force and effect and Operating Lessee is in possession of the premises demised thereunder; (b) neither Borrower nor Operating Lessee have entered into any other agreements that have modified, supplemented or amended any of the terms and provisions of any Operating Lease; (c) each Operating Lease as amended (if amended) represents the entire agreement between the parties as to the premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not been modified filed any claim of offset and, to the best knowledge of Operating Lessee and Borrower, has no charge, lien or amended claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any interest in any manner whatsoeverOperating Lease currently exists except as provided herein and pursuant to the other Loan Documents, (h) except pursuant to the Leases provided to Lender and Leases of less than twenty-five thousand (25,000) square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease; (i) without limiting the foregoing, except as specified provided for herein and in Section 2.1[(g)] hereof; (ii) to the best other Loan Documents, each of Mortgagor's knowledgeOperating Lessee’s and Borrower’s interest in each Operating Lease is unencumbered and other than in connection with prior financings that have been repaid or discharged or will be repaid or discharged in connection with the closing of the Loan, there are no material defaults under neither Borrower nor Operating Lessee has collaterally assigned the Operating Lease by or otherwise encumbered its interests thereunder in any party thereunder, way; (j) neither Operating Lessee nor Borrower is in default under any Operating Lease and no neither knows of any event has occurred which but for the passage of time, time or the giving of notice, notice or both would constitute a material an event of default or breach by Operating Lessee or Borrower under the Operating Lease; and (iiik) neither Owner nor Operatora true, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner correct and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a complete copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (includingtogether with any amendment thereto and any ancillary agreement or side letter related thereto, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordeddelivered to Lender.

Operating Lease. (a) Mortgagor Grantor hereby represents and warrants, as of the Effective Date: (i) the Operating Lease is in full force and effect and has not been modified or amended in any manner whatsoever, except as specified in Section 2.1[(g)] hereof; (ii) to the best of MortgagorGrantor's knowledge, there are no material defaults under the Operating Lease by any party thereunder, and no event has occurred which but for the passage of time, or the giving of notice, or both would constitute a material default under the Operating Lease; (iii) neither Owner nor Operator, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of MortgagorGrantor's knowledge, the applicable interests of Owner and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee Grantee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee Grantee or any Secured Party unless a copy of the notice has been delivered to Mortgagee Grantee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee Grantee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recorded.

Operating Lease. (a) Mortgagor hereby represents and warrants, as of the Effective Date: (i) the Each Operating Lease is in full force and effect and Operating Lessee is in possession of the premises demised thereunder; (b) neither Borrower nor Operating Lessee have entered into any other agreements that have modified, supplemented or amended any of the terms and provisions of any Operating Lease; (c) each Operating Lease as amended (if amended) represents the entire agreement between the parties as to the premises demised thereunder; (d) no rent or other amounts due under any Operating Lease has been paid more than thirty (30) days in advance of its due date; (e) Operating Lessee has not been modified filed any claim of offset and, to the best knowledge of Operating Lessee and Borrower, has no charge, lien or amended claim of offset under any Operating Lease, or otherwise, against the rents or other amounts due or to become due thereunder; (f) Operating Lessee is the owner of the “Tenant’s” or “Lessee’s” interest in each Operating Lease and Borrower is the owner of the “Landlord’s” or “Lessor’s” interest in each Operating Lease, (g) no transfer or assignment of any interest in any manner whatsoeverOperating Lease exists except as provided herein and pursuant to the other Loan Documents, (h) except pursuant to the Leases provided to Lender and Leases of less than 5,000 square feet, Operating Lessee has not sublet any of the Premises demised pursuant to any Operating Lease; (i) without limiting the foregoing, except as specified provided for herein and in Section 2.1[(g)] hereof; (ii) to the best other Loan Documents, each of Mortgagor's knowledge, there are no material defaults under Operating Lessee’s and Borrower’s interest in each Operating Lease is unencumbered and neither has collaterally assigned the Operating Lease by or otherwise encumbered its interests thereunder in any party thereunder, way; (j) neither Operating Lessee nor Borrower is in default under any Operating Lease and no neither knows of any event has occurred which but for the passage of time, time or the giving of notice, notice or both would constitute a material an event of default or breach by Operating Lessee or Borrower under the Operating Lease; and (iiik) neither Owner nor Operatora true, under the Operating Lease, has commenced any action or given or received any notice for the purpose of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner correct and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a complete copy of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (includingtogether with any amendment thereto and any ancillary agreement or side letter related thereto, where necessary, sufficient time have been delivered to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordedLender.

Operating Lease. (a) Mortgagor hereby represents any lease that is not a Capital Lease. OTHER CREDITOR INDEBTEDNESS -- individually and warrantscollectively, as except for the Indebtedness owing to Administrative Agent and the Lenders, all of the Effective Date: Indebtedness of Borrower which is secured by Inventory and proceeds thereof (iexcluding Accounts) of a Covered Person, and includes, Indebtedness constituting Liabilities (as defined by GAAP) under any Capital Lease, and Indebtedness secured by purchase money Security Interests. OTHER CREDITOR INDEBTEDNESS DOCUMENTS -- each document, instrument and agreement evidencing all or any portion of the Operating Lease Other Creditor Indebtedness. PBGC -- the Pension Benefit Guaranty Corporation. PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by Title I of ERISA and all other benefit plans, in full force and effect and has not been modified each case in respect of which a Covered Person or amended a Commonly Controlled Entity of such Covered Person is an "employer" as defined in Section 3(5) of ERISA. PERMITTED ACQUISITIONS -- is defined in Section 0. PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 0. PERMITTED ENCUMBRANCE -- any easement, license or similar encumbrance on any Covered Person's real property, excluding any mortgage, assignment of rents or lease, deed of trust, or financing statement. PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section 0 to incur, assume, or allow to exist. PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is permitted under Section 0 to create, incur, assume, or allow to exist. PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section 0 to make in other Persons. PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted under Section 0 to create, incur, assume, or allow to exist. PERSON -- any individual, partnership, corporation, trust, unincorporated association, joint venture, limited liability company, Governmental Authority, or other organization in any manner whatsoeverform that has the legal capacity to sue or be sued. If the context so ixxxies or requires, except as specified in Section 2.1[(g)] hereof; (ii) to the best term Person includes Borrower. PERSONAL PROPERTY COLLATERAL -- all of Mortgagor's knowledgethe Goods, there are no material defaults under the Operating Lease by Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, General Intangibles, tort claims, healthcare receivables and other personal property of any party thereunderkind or nature, and no event has occurred all accessions and additions thereto of Borrower, any other Covered Person, or any other Person, whether now owned or hereafter acquired and wherever located, and all proceeds thereof, in which but Administrative Agent at any time holds or purports to hold a Security Interest for the passage benefit of time, Lenders to secure payment and performance of any of the Loan Obligations. PLEDGE AGREEMENT -- any pledge agreement required or the giving of notice, or both would constitute a material default contemplated under the Operating Lease; (iii) neither Owner nor Operator, under the Operating Lease, has commenced any action or given or received any notice Section 0 to be executed and delivered to Administrative Agent for the purpose of terminating the Operating Lease; (iv) to the best of Mortgagor's knowledge, the applicable interests of Owner and Operator in the Operating Lease are not subject to any Liens (other than Permitted Liens) superior to, or of equal priority with, this Security Instrument; (v) this Security Instrument encumbers the Operator's leasehold interest in the Property as tenant under the Operating Lease and Owner's [fee/leasehold] interest in the Property (and the Owner's interest, as landlord, in the Operating Lease); (vi) the Owner's [fee/leasehold] interest is subject and subordinate to this Security Instrument; (vii) the Operating Lease requires Owner or Operator, as applicable, to use reasonable efforts to give notice of any default by Owner or Operator to Mortgagee and the Operating Lease further provides that any notice of termination given under the Operating Lease is not effective against Mortgagee or any Secured Party unless a copy benefit of the notice has been delivered to Mortgagee in the manner described in the Operating Lease; (viii) under the terms of the Operating Lease, Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient Lenders from time to gain possession of the interest of Operator under the Operating Lease) to cure any default under the Operating Lease, which is curable after the receipt of notice of any default, before Owner may terminate the Operating Lease; (ix) under the terms of the Operating Lease and the applicable Note Documents, taken together, any Net Loss Proceeds will be applied in accordance with the terms of the Indenture; (x) the Operating Lease does not impose restrictions on subletting; and (xi) the Operating Lease or a memorandum thereof has been duly recordedtime.