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<br />Page | 49 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <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 providing prior written notice to <br />Lessor, no later than 30 days prior to the encumbrance, along with providing evidence that all <br />requirements of this Lease have been complied with), which consent shall not be unreasonably <br />withheld, conditioned or delayed), encumber all or any portion of Tenant’s Leasehold Estate with <br />one (1) or more Leasehold Mortgages (and to amend, modify, and supplement any such <br />encumbrance, including encumbrances refinancing the same); 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 (including closing and financing costs), or (b) if recorded after completion <br />of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value <br />of all improvements) after 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 />17.2.4. Nothing in this Lease shall be construed so as to require or result in a <br />subordination in whole or in part in any way of the Lessor’s Fee Interest to any Leasehold Mortgage, <br />and; <br />17.2.5. Except as otherwise expressly provided herein, in the event of any conflict <br />between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the <br />provisions of this Lease shall control. <br />Tenant’s encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this <br />Section 17.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor <br />shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or of <br />the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant’s <br />obligations and liabilities under this Lease. <br />Commented [ST25]: Tenant must have the free ability to <br />encumber the project so long as the conditions are met and <br />they provide notice. This is consistent with the language <br />agreed to with the County in Stanton Inn. <br />EXHIBIT 11