Common use of Leasehold Mortgages Clause in Contracts

Leasehold Mortgages. Tenant and every successor and assign of ------------------- Tenant is hereby given the right by Landlord, with Landlord's prior written consent which shall not be unreasonably withheld or delayed, to mortgage its interest in this Lease and assign its interest in this Lease as collateral security for such mortgage, upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord under this Lease, none of which is or shall be waived by Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly provided in this Section 22.6. The mortgagee ------------ or beneficiary of any such leasehold mortgage or assignment shall be an Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall mortgage all or part of its interest in this Lease and if the holder of such mortgage shall, within thirty (30) days of its execution, send to Landlord a true copy thereof together with written notice specifying the name and address of the mortgagee and the pertinent recording data with respect to such mortgage, Landlord agrees that so long as the leasehold mortgage remains unsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply:

Leasehold Mortgages. Section 33.01. Tenant and every successor and assign of ------------------- Tenant (including, but not limited to, any sublessee of Tenant, but only with Tenant’s prior consent) is hereby given the right by Landlord in addition to any other rights herein granted, without Landlord, with Landlord's ’s prior written consent which shall not be unreasonably withheld or delayedconsent, to mortgage its interest in this Lease Lease(s), or any part or parts thereof, and any sublease(s) under one or more leasehold Mortgage(s), and assign its interest in this Lease Lease, or any part or parts thereof, and any sublease(s) as collateral security for such mortgageMortgage (s), upon the conditions set forth in this Section 22.6. ------------ All condition that all rights acquired under such mortgage Mortgage(s) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests interest of Landlord under this Leaseherein, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the rights right given Tenant so to mortgage its such interest in this Lease, except as expressly provided in this Section 22.6. The mortgagee ------------ or beneficiary of any such leasehold mortgage or assignment shall be an Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lendingherein. If Tenant and/or Tenant's ’s successors and assigns (including, but not limited to, any sublessee of Tenant, but only with Tenant’s prior consent) shall mortgage all this leasehold, or any part of its interest in this Lease or parts thereof, and if the holder holder(s) of such mortgage Mortgage(s) shall, within thirty (30) days of its execution, send to Landlord a true copy thereof thereof, together with written notice specifying the name and address of the mortgagee Mortgagee and the pertinent recording data date with respect to such mortgageMortgage(s), Landlord agrees that so long as the any such leasehold mortgage remains Mortgage(s) shall remain unsatisfied of record or until written notice of satisfaction is given by the holder holder(s) to Landlord, the following provisions shall apply: A. There shall be no cancellation, surrender or modification of this Lease by joint action of Landlord and Tenant without the prior consent in writing of the leasehold Mortgagee(s). B. Landlord shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice upon the holder(s) of such leasehold Mortgage(s). The leasehold Mortgagee(s) shall thereupon have the same period, after services of such notice upon it, to remedy or cause to be remedies the defaults complained of, and Landlord shall accept such performance by or at the instigation of such leasehold Mortgagee(s) as if the same had been done by Tenant. C. Anything herein contained notwithstanding, while such leasehold Mortgage(s) remains unsatisfied of record, or until written notice of satisfaction is given by the holder(s) to Landlord, if any default shall occur which, pursuant to any provision of this Lease, entitled Landlord to terminate this Lease, and if before the expiration of thirty (30) days from the date of service of notice or termination upon such leasehold Mortgagee(s) such leasehold Mortgagee(s) shall have notified Landlord of its desire to nullify such notice and shall have paid to Landlord all Basic Rent and additional rent and other payments herein provided for, and then in default, and shall have complied or shall commence the work of complying with all of the other requirements of this Lease, if any are then in default, and shall prosecute the same to completion with reasonable diligence, then in such event Landlord shall not be entitled to terminate this Lease and any notice of termination theretofore given shall be void and of not effect. D. If the Landlord shall elect to terminate this Lease by reason of any default of Tenant, the leasehold Mortgagee(s) shall not only have the right to nullify and notice of termination by curing such default, as aforesaid, but shall also have the right to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, for a period of not more than six (6) months, provided that such leasehold Mortgagee(s) shall cure or cause to be cured any then existing money defaults and meanwhile pay the other terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary defaults, and provided further that the leasehold Mortgagee(s) shall forthwith take steps to acquire or sell Tenant’s interest in this Lease by foreclosure of the Mortgage(s) or otherwise and shall prosecute the same to completion with all due diligence. If at the end of said six (6) month period the leasehold Mortgagee(s) shall be actively engaged in steps to acquire or sell Tenant’s interest herein, the time of said Mortgagee to comply with the provisions of this Article 33 (except Section 33.01 (C) shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. E. Landlord agrees that the name of the leasehold Mortgagee(s) may be added to the “Loss Payable Endorsement” of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Lease and that the leasehold Mortgage(s) or collateral document shall so provide. F. Landlord agrees that in the event of termination of this Lease by reason of any default by Tenant other than for nonpayment of Rent or Additional Rent and other payments herein provided for, that Landlord will enter into a new lease of the Demised Premises with the leasehold Mortgagee(s) or its nominee(s), for the remainder of the term, effective as of the date of such termination, at the Basic Rent and additional rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to the same conditions of title as this Lease is subject to on the date of the execution hereof, and to the rights, if any, of any parties then in possession of any part of the Demised Premises, provided: (1) Said Mortgagee(s) or its nominee shall make written request upon Landlord for such new lease within fifteen (15) days after the date of such termination and such written request is accompanied by payment to Landlord of sums then due to Landlord under this Lease. (2) Said Mortgagee(s) or its nominee(s) shall pay to Landlord at the time of the execution and delivery of said new lease, any and all sums which would at the time of the execution and delivery thereof, be due pursuant to this Lease but for such termination, and in addition thereto, any expenses, including reasonable attorney’s fees to which Landlord shall have been subjected by reason of such default. (3) Said Mortgagee(s) or its nominee(s) shall perform and observe all covenants herein contained on Tenant’s part to be performed and shall further remedy any other conditions which Tenant under the terminated lease was obligated to perform under the terms of this Lease; and upon execution and delivery of such new lease, any subleases which may have theretofore been assigned and transferred by Tenant to Landlord, as security under this Lease, shall thereupon be deemed to be held by Landlord as security for the performance of all of the obligations of Tenant under the new lease. (4) Landlord shall not warrant possession of the Demised Premises to Tenant under the new lease. (5) Such new lease shall be expressly made subject to the rights, if any, of Tenant under the terminated lease. (6) The Tenant under such new lease shall have the same right, title, and interest in and to the buildings and improvements on the Demised Premises as Tenant had under the terminated lease. G. Landlord agrees promptly after submission to execute, acknowledge and deliver any agreements modifying this Lease requested by any leasehold Mortgagee(s), provided that such modification does not decrease Tenant’s obligations or decrease Landlord’s rights pursuant to this Lease. H. The proceeds from any insurance policies or arising from a condemnation are to be held by any leasehold Mortgagee(s) and distributed pursuant to the provisions of this Lease, but the leasehold Mortgagee(s) may reserve its rights to apply to the mortgage debt all, or an part, of Tenant’s are of such proceeds pursuant to such Mortgage(s). I. The leasehold Mortgagee(s) shall be given notice of any arbitration proceedings by the parties hereto, and shall have the right to intervene therein and be made a party to such proceedings, and the parties hereto do hereby consent to such intervention. In the event that the leasehold Mortgagee(s) shall not elect to intervene or become a party to such proceedings, the leasehold Mortgagee(s) shall receive notice of, and a copy of any award or decision made in said arbitration proceedings. J. Landlord shall, upon request, execute, acknowledge and deliver to each leasehold Mortgagee (s), an agreement prepared at the sole cost and expense of Tenant, in form satisfactory to such leasehold Mortgagee(s), between Landlord, Tenant and leasehold Mortgagee(s), agreeing to all of the provisions herein. The term “Mortgage”, whenever used herein, shall include whatever security instruments are used in the locale of the Demised Premises, such as, without limitations, deeds of trust, security deeds and conditional deeds, as well as financing statements, security agreements and other documentation required pursuant to the Uniform Commercial Code. The term “Mortgage” whenever used herein, shall also include any instruments required in connection with a sale-leaseback transaction.

Leasehold Mortgages. Tenant 2 30.01. No mortgage may be placed on the Sub-Leased Property 3 or on Sub-Lessor's leasehold interest under the Master Lease. Sub-Lessee shall be entitled 4 to mortgage the leasehold interest under this Sub-Lease. The leasehold mortgaging 5 provisions of this Section 30 shall similarly apply to leasehold mortgages of Sub-Sublease 6 interests to the extent the pertinent Sub-Sublease permits leasehold mortgaging. 7 30.02. If Sub-Lessee shall mortgage its leasehold interest and every successor if 8 the holder of the mortgage or pledge shall forward to Sub-Lessor a duplicate original of the 9 mortgage in form proper for recording, or a copy of the mortgage certified as a true copy 10 by the Clerk of the Circuit Court of Escambia County, together with a written notice setting 11 forth the name and assign address of ------------------- Tenant is hereby given the leasehold mortgagee, then, until the time that the 12 leasehold mortgage shall be satisfied of record, the following provisions of this Paragraph 13 30 shall apply. ▇▇ ▇▇.▇▇.▇▇. When giving notice to the Sub-Lessee with respect to any d1e5fault under the provisions of this Sub-Lease, the Sub-Lessor will also serve a copy of such notice u1p6on the leasehold mortgagee. No such notice to the Sub-Lessee shall be deemed to have been g1iv7en, unless a copy of such notice has been mailed to such leasehold mortgagee, which notice m1u8st specify the nature of each such default. ▇▇ ▇▇.▇▇.▇▇. In case Sub-Lessee shall default under any of the provisions of th2i0s Sub-Lease, the leasehold mortgagee shall have the right to cure such default whether the sa2m1 e consists of the failure to perform any matter or thing which Sub-Lessee is required to do or p2e2rform and Sub-Lessor shall accept such performance on the part of the leasehold mortgagee as th2o3ugh the same had been done or performed by LandlordSub-Lessee. The leasehold mortgagee, upon the d2a4te of mailing by Sub-Lessor of the notice referred to in Paragraph 30.02.01 shall have, in a2d5dition to any period of grace extended to Sub-Lessee under the terms and conditions of this Sub- Le2a6se for a non-monetary default, a period of one hundred twenty (120) days within which to cure a2n7y non-monetary default or cause the same to be cured or to commence to cure such default with Landlordd2ili8gence and continuity; provided, however, that as to any default of the Sub-Lessee for failure to p2a9y rent, or failure to pay any amount otherwise required under the terms of this Sub-Lease (e.g., in3c0luding, but not limited to, taxes or assessments), the leasehold mortgagee shall have sixty (60) d3a1ys from the date the notice of default was mailed to the leasehold mortgagee within which to cu3r2e such default. ▇▇ ▇▇.▇▇.▇▇. In case Sub-Lessee shall default under any of the provisions of th3i4s Sub-Lease, the leasehold mortgagee shall have the right to cure such default whether the sa3m5 e consists of the failure to pay rent or the failure to perform any other matter or thing which th3e6 Sub-Lessee is required to do or perform and Sub-Lessor shall accept such performance on the p3a7rt of the leasehold mortgagee as though the same had been done or performed by Sub-Lessee. ▇▇ ▇▇.▇▇.▇▇. In the case of any default by Sub-Lessee, Sub-Lessor will take n3o9action to effect a termination of the term of this Sub-Lease after the service of a notice provided fo4r0in Paragraph 30.02.02 above by reason of any such default, without first giving to the leasehold m4o1rtgagee a reasonable time, from the mailing of the default notice by Sub-Lessor to ▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇ a copy to such leasehold mortgagee, within which either: (i) to obtain possession of the Sub- Le4a3sed Property (including possession by a receiver) and cure such non-monetary default in the ca4s4e of a default which is susceptible of being cured when the leasehold mortgagee has obtained p4o5ssession; or (ii) to institute foreclosure proceedings and complete such foreclosure or otherwise a4cq6uire Sub-Lessee's prior written consent which interest under this Sub-Lease with diligence and continuity and thereafter to co4m7 mence and diligently proceed to cure such default; provided, however, that the leasehold m4o8rtgagee shall not be unreasonably withheld required to continue such possession or delayedcontinue such foreclosure p4ro9ceedings if the default shall be timely cured, to mortgage its interest and provided further, that nothing in this Pa1ragraph 30 shall preclude Sub-Lessor from exercising any rights or remedies under this Sub- Lea2se with respect to any other default by Sub-Lessee during any period of forbearance. 3 30.02.05. In the event of the termination of this Sub-Lease or of any suc4ceeding sublease made pursuant to the provisions of this Paragraph 30 prior to its stated ex5piration date, Sub-Lessor will enter into a new lease of the Sub-Leased Property with the lea6sehold mortgagee or, at the request of such leasehold mortgagee, with a corporation formed by or 7on behalf of such leasehold mortgagee or by or on behalf of the holder of the note secured by the8 leasehold mortgage held by such leasehold mortgagee, for the remainder of the term, effective on9 the date of such termination, at the rent and assign its interest in this Lease as collateral security for such mortgage, additional rent and upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage shall be subject to each and all of the covenants, conditions a1g0reements, terms, provisions and restrictions set forth limitations contained in this Sub-Lease, provided that such le1a1sehold mortgagee makes written request and executes, acknowledges and delivers to all rights and interests of Landlord under this Lease, none of which is or shall be waived by Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly provided in this Section 22.6. The mortgagee ------------ or beneficiary of any Sub- Le1s2sor such leasehold mortgage or assignment shall be an Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall mortgage all or part of its interest in this Lease and if the holder of such mortgage shall, new sublease within thirty (30) days from the date of such termination and such w1r3itten request and such new sublease is accompanied by payment to the Sub-Lessor of all a1m4ounts then due to Sub-Lessor, including reasonable counsel fees, court costs and disbursements in1c5urred by Sub-Lessor in connection with any such default and termination as well as in co1n6nection with the execution and delivery of such new sublease, less the net income collected by S1u7b-Lessor subsequent to the date of termination of this Sub-Lease and prior to the execution and d1e8livery of the new sublease, any excess of such net income over the aforesaid sums and expenses to19be applied in payment of the rent thereafter becoming due under such new lease. ▇▇ ▇▇.▇▇.▇▇. The leasehold mortgagee of all or any portion of the Sub- Le2a1sed Property may become the legal owner and holder of Sub-Lessee’s interest in this Sub-Lease fo2r2such Sub-Leased Property by foreclosure of its execution, send to Landlord mortgage or as a true copy thereof together with written notice specifying the name and address result of the assignment of this S2u3b-Lease in lieu of foreclosure, whereupon such leasehold mortgagee shall immediately become a2n4d remain liable under this Sub-Lease as provided in this Paragraph 30, except that such le2a5sehold mortgagee may assign this Sub-Lease without Sub-Lessor's consent to any institutional a2ss6ignee at any time whether prior or subsequent to the construction or completion of the im27provements erected or to be erected upon the Sub-Leased Property. ▇▇ ▇▇.▇▇.▇▇. In the event that a leasehold mortgagee shall become the o2w9ner or holder of Sub-Lessee's interest by foreclosure of its mortgage or by assignment of this S3u0b-Lease in lieu of foreclosure or otherwise, the term "Sub-Lessee," as used in this Sub-Lease, m3e1ans only the owner or holder of Sub-Lessee's interest for the time being so that, in the event of a3s2ale, assignment or other disposition of Sub-Lessee's interest in this Sub-Lease by the leasehold m3o3rtgagee, the leasehold mortgagee shall be entirely freed and relieved of all covenants and o3b4ligations of Sub-Lessee under this Sub-Lease and it shall be deemed and construed, without fu3r5ther agreement between Sub-Lessor and the leasehold mortgagee or between Sub-Lessor, the le3a6sehold mortgagee and the pertinent recording data with respect leasehold mortgagee's purchaser or assignee at any such sale or u3p7on assignment of Sub-Lessee's interest, that the purchaser or assignee of Sub-Lessee's interest h3a8s assumed and agreed to such mortgagecarry out any and all covenants and obligations of Sub-Lessee. 39 30.03. Within ten (10) days after written request by Sub- 40 Lessee or by Sub-Lessee's leasehold mortgagee, Landlord agrees or in the event that so long as the upon any sale, 41 assignment or mortgaging of Sub-Lessee's interest in this Sub-Lease by Sub-Lessee or 42 Sub-Lessee's leasehold mortgage remains unsatisfied of record or until written notice of satisfaction is given by the holder to Landlordmortgagee, the following provisions an offset statement shall apply:be required from Sub-Lessor,

Leasehold Mortgages. Tenant 3 6.1.1 Tenant, and every successor its successors and assign of ------------------- Tenant is hereby given assigns permitted hereunder shall have the 4 right by Landlord, with Landlord's prior written consent which shall not be unreasonably withheld or delayed, to mortgage its interest and pledge their respective interests in this Lease (“Leasehold Mortgage”) to a 5 lender who is not affiliated with Tenant (“Leasehold Mortgagee”), in accordance with and assign its interest subject 6 to the terms, conditions, requirements and limitations of this Section 6. Landlord and Tenant 7 expressly intend and agree that the provisions of this Section 6 and such other provisions of this 8 Lease which, by their express terms, are for the benefit of Leasehold Mortgagees, are intended for 9 the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, 10 designees, successors and permitted assigns. Notwithstanding anything in this Lease as collateral security for such mortgageto the 11 contrary, upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage all Leasehold Mortgages shall be expressly subordinate and subject to each the terms, 12 covenants and all conditions of the covenants, conditions and restrictions set forth in this Lease, and at all times shall be inferior and subject to all rights the prior 13 right, title and interests interest of Landlord under herein. Notwithstanding anything to the contrary set forth in 14 this Lease, none in no event shall the fee interest in the Property or the Premises be subordinate or 15 subject to any Leasehold Mortgage. 16 6.1.2 A notice of which is or each Leasehold Mortgage shall be waived by delivered to the Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly 17 provided in Section 18.14 of this Section 22.6. The mortgagee ------------ or beneficiary Lease specifying the name and address of any such leasehold mortgage or assignment Leasehold 18 Mortgagee to which notices shall be an Institutionsent. For Landlord shall be furnished a copy of each such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall mortgage all or part of its interest in this Lease and if the holder of such mortgage shall, recorded 19 Leasehold Mortgage within thirty (30) days of its executionthe effective date of any Leasehold Mortgage. 20 6.1.3 If Tenant, send or ▇▇▇▇▇▇’s successors or permitted assigns, shall mortgage this 21 Lease, then so long as any such Leasehold Mortgage shall remain unsatisfied of record and Tenant 22 shall have properly delivered notice to Landlord a true copy thereof together in compliance with written notice specifying the name and address of the mortgagee and the pertinent recording data Section 18.14 hereof with 23 respect to such mortgage, Landlord agrees that so long as the leasehold mortgage remains unsatisfied of record or until written notice of satisfaction is given by the holder to LandlordLeasehold Mortgagee, the following provisions shall apply: 24 6.1.3.1. Landlord, upon serving upon Tenant any notice of an Event of 25 Default or any other notice under the provisions of this Lease, shall also serve a copy of such notice 26 upon Leasehold Mortgagee, and no notice shall be deemed to have been duly given as to the 27 Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold

Leasehold Mortgages. Tenant Upon the request of the Collateral Agent, acting at the direction of the Administrative Agent, each Grantor shall execute and every successor deliver a mortgage, deed of trust, assignment of leases and assign rents, or other security document (a “Leasehold Mortgage”) granting a Lien on each parcel of ------------------- Tenant is hereby given real property and the right improvements thereto leased by Landlordany Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this nature to grant and perfect such Lien, including to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including (i) the filing and recording of financing statements, fixture filings, the Leasehold Mortgage and other documents, (ii) conducting lien searches and providing title insurance insuring the first priority Lien of the Mortgage subject only to Permitted Liens and including such endorsements as are customarily issued in connection with Landlord's prior written consent which transactions of this nature, (iii) providing legal opinions and (iv) obtaining landlords’ consents). Notwithstanding the foregoing, the Grantors shall not be unreasonably withheld or delayed, required to mortgage its interest in this Lease execute and assign its interest in this Lease as collateral security for such mortgage, upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord under this Lease, none of which is or shall be waived by Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly provided in this Section 22.6. The mortgagee ------------ or beneficiary of any such leasehold mortgage or assignment shall be an Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- deliver a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall mortgage all or part of its interest in this Lease and if the holder of such mortgage shall, within thirty (30) days of its execution, send to Landlord a true copy thereof together with written notice specifying the name and address of the mortgagee and the pertinent recording data Leasehold Mortgage with respect to any Leasehold Mortgaged Property if such mortgage, Landlord agrees Grantor shall have determined in good faith that so long as the leasehold mortgage remains unsatisfied higher of record (a) the book value or until written notice (b) the fair market value of satisfaction the requested Leasehold Mortgage is given by less than $3,000,000 and provided evidence of such determination to the holder to Landlord, the following provisions shall apply:Collateral Agent. 23 SECTION 6. REMEDIAL PROVISIONS 23

Leasehold Mortgages. Tenant Upon the request of the Collateral Agent, acting at the direction of the Administrative Agent, each Grantor shall execute and every successor deliver a mortgage, deed of trust, assignment of leases and assign rents, or other security document (a “Leasehold Mortgage”) granting a Lien on each parcel of ------------------- Tenant is hereby given real property and the right improvements thereto leased by Landlordany Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this nature to grant and perfect such Lien, including to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including (i) the filing and recording of financing statements, fixture filings, the Leasehold Mortgage and other documents, (ii) conducting lien searches and providing title insurance insuring the first priority Lien of the Mortgage subject only to Permitted Liens and including such endorsements as are customarily issued in connection with Landlord's prior written consent which transactions of this nature, (iii) providing legal opinions and (iv) obtaining landlords’ consents). Notwithstanding the foregoing, the Grantors shall not be unreasonably withheld or delayed, required to mortgage its interest in this Lease execute and assign its interest in this Lease as collateral security for such mortgage, upon the conditions set forth in this Section 22.6. ------------ All rights acquired under such mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord under this Lease, none of which is or shall be waived by Landlord by reason of the rights given Tenant to mortgage its interest in this Lease, except as expressly provided in this Section 22.6. The mortgagee ------------ or beneficiary of any such leasehold mortgage or assignment shall be an Institution. For such purposes of this Section 22.6, an "Institution" shall mean ------------ ----------- deliver a bank, savings and loan association, trust company, insurance company, public pension fund or retirement fund, or any subsidiary of any of the foregoing, or any other entity or governmental agency regularly engaged in commercial lending. If Tenant and/or Tenant's successors and assigns shall mortgage all or part of its interest in this Lease and if the holder of such mortgage shall, within thirty (30) days of its execution, send to Landlord a true copy thereof together with written notice specifying the name and address of the mortgagee and the pertinent recording data Leasehold Mortgage with respect to any Leasehold Mortgaged Property if such mortgage, Landlord agrees Grantor shall have determined in good faith that so long as the leasehold mortgage remains unsatisfied higher of record (a) the book value or until written notice (b) the fair market value of satisfaction the requested Leasehold Mortgage is given by less than $3,000,000 and provided evidence of such determination to the holder to Landlord, the following provisions shall apply:Collateral Agent.