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i0a:11-111 a <br />ARTICLE XVII <br />LEASEHOLD MORTGAGES <br />17.1 Definitions. The following definitions are used in this Article (and in other Sections of <br />this Lease): <br />17.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the <br />Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, <br />or any applicable portion thereof or interest therein. <br />17.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but <br />need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a foreclosure, <br />assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a <br />Leasehold Mortgage. <br />17.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, <br />security deed, conditional deed, deed to secure debt or any other security instrument (including any <br />assignment of leases and rents, security agreement and financing statements) held by a Lender by <br />which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a <br />purchase money obligation. <br />17.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a <br />Leasehold Mortgage. <br />17.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) <br />an approved assignee, transferee or subtenant of the Tenant under this Lease who is or becomes <br />directly and primarily liable to Lessor; and (iii) any further assignee, transferee or subtenant of any of <br />the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. <br />17.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's <br />Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at <br />any time during the Term of this Lease (with consent of Lessor after prior written notice providing <br />evidence that all requirements of this Lease have been complied with, which consent shall not be <br />unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold <br />Estate with one (1) or more Leasehold Mortgages; provided, however: <br />17.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if <br />recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of <br />the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty <br />percent (80%) of the Leasehold Estate value (including the value of all improvements) after <br />completion; <br />17.2.2. That Tenant shall not have the power to encumber, and no Leasehold <br />Mortgage shall encumber, Lessor's Fee Interest; <br />17.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all <br />rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions <br />set forth in this Lease and to all rights and interests of Lessor hereunder; and <br />Page 146 <br />FOODIX40h <br />