Leasehold Mortgages (a) Tenant shall have the right, from time to time, to conveyor encumber by mortgage, deed to secure debt, or similar financing instrument, Tenant's leasehold estate and interest in and to the Property and the Improvements thereto, or any part thereof (each such leasehold mortgage, deed to secure debt or other financing instrument being herein referred to as a "Leasebold Mortgage" and the holder thereof as a "Leasebold Mortgagee") without the consent of Landlord. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Sublease nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Sublease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting -10- 2044792 vOS such transaction. Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) With respect to any Leasehold Mortgage, the following shall apply notwithstanding anything in this Sublease to the contrary: (1) No current or voluntary tennination by Tenant of this Sublease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Sublease or the exercise by Tenant of any option to terminate this Sublease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. (2) Landlord shall give any and all notices (as hereinafter defined) given to Tenant hereunder simultaneously to any such Leasehold Mortgagee of which Landlord is aware at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee that has provided its current address to Landlord. In the event Landlord sends Tenant a notice of default. from and after the time that such. notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to the period granted to the Tenant plus, with respect to monetary defaults, an additional ten (10) business days in which to effect a cure. and with respect to non~monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Sublease. Landlord shall accept performance of any and all of Tenant's obligations hereunder. including Tenant's obligation to pay Rent, from any such Leasehold Mortgagee, and the perfonnance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant. Landlord hereby consents to the entry onto the Property by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. (3) . If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Property to effect any such cure of a default by Tenant under this Sublease) then Landlord shall not commence any proceeding or action to terminate the Term of this Sublease if (i) such Leasehold Mortgagee shall have infonned Landlord within the grace period applicable to such Leasehold Mortgagee that such Leasehold Mortgagee has taken steps to foreclose its Leasehold Mortgage or as otherwise necessary to obtain possession of the Property) (Ii) the Rent and any other charges due under this Sublease shall be paid and all other provisions and requirements of this Sublease which ate capable of being observed and perfonned without obtaining possession of the Property are so observed and perfonned while any such foreclosure or other action is being prosecuted by such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Property, and (Hi) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure or cancellation and attempting to effect a cure of the default. Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings. or. in the event such Leasehold Mortgagee shall otherwise acquire possession of the Property, to continue such possdssion, if the default in respect to which Landlord shall have given notice shall be remedied. Notwithstanding anything to the contrary hereinabove provided regarding Landlord's forbearance. Landlord shall not be precluded from exercising any other rights or remedies under this Sublease with respect to any default by Tenant during any such period of forbearance. .11- 2044792 ,,08 (4) Landlord agrees that in the event of the termination of this Sublease by reason of any default by Tenant, and if Landlord ~s prior to such termination been" given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new Sublease of the Property with any Leasehold Mortgagee or its nominee for the remainder of the term of this Sublease, effective as of the date of such termination, at the rent and upon the terms, options, provisions, covenants and agreements as herein contained, provided: (A) Such"Leasehold Mortgagee shall make written request upon Landlord for such new Sublease prior to or within thirty (30) days after the date of receipt of such termination and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, and (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new Sublease any and all sums which would at that time be due hereunder but for such tennination, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new Sublease; (5) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Sublease unless and until it becomes the owner of the leasehold estate of Tenant hereunder. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Sublease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all of the terms, covenants and conditions of this Sublease during the period it is the owner of Tenant's interest in this Sublease. Any assignment of the entire interest in this Sublease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof, shall be subject to Section 9.1 of this Sublease, except that the assignor shall be relieved of any further liability which may.accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Sublease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release ofthe assignor's liability arising hereunder after the date of such assignment. (c) All of the provisions contained in this Sublease with respect to Leasehold Mortgages and the rights of Leasehold Mortgagees shall survive the termination of this Sublease for such period of time as shaH be necessary to effectuate the rights granted to all Leasehold Mortgagees by the provisions of this Sublease. -12- 2044792 v03 Cd) Nothing herein contained shall require any Leasehold Mortgagee or its nominee to cure any default by Tenant hereunder. (e) Landlord's right, title and interest in the Property shall not be subordinated to the lien, priority, and security title of any Leasehold Mortgage, and Landlord's right to receive Rent hereunder shall have priority over any rights of any Leasehold Mortgagee. (f) Notwithstanding anything in this Article IX to the contrary, the rights, duties, obligations and benefits of the parties described in this Section 9.2 shall in all respects be subject to the provisions of Paragraph 22 of the Lease; and, to the extent that any term or provision of this Section 9.2 conflicts with any term or provision of Paragraph 22 of the Lease, the term or provision set forth in Paragraph 22 of the Lease shall control. (g) In the event that a Leasehold Mortgagee complies with this Section 9.2, then, upon the acquisition of Tenant's right, title and interest under this Sublease by such Leasehold Mortgagee or its nominee, or any other purchaser or assignee at a foreclosure sale or otherwise, this Sublease shall continue in full force and effect as if Tenant had not defaulted under this Sublease. ARTICLE X
