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<br />Page | 50 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to <br />the Premises by foreclosure or deed in lieu thereof (or by a new lease under Section 17.7), any <br />required consent of the Lessor under this Section 17.2 shall not be unreasonably withheld. <br />In addition and notwithstanding anything to the contrary set forth herein, (i) following a <br />foreclosure or deed in lieu thereof by a Leasehold Mortgagee holding the most-senior Leasehold <br />Mortgage in terms of lien priority (the “Senior Leasehold Mortgagee”), the requirement for Lessor <br />consent to encumbering the Leasehold Estate with Leasehold Mortgages set forth above shall not <br />apply (A) to Senior Leasehold Mortgagee (or its designee) following such foreclosure or deed in lieu <br />of foreclosure, nor (B) in connection with the first transfer from Senior Leasehold Mortgagee (or its <br />designee) to new owner acquiring the Premises from such Senior Leasehold Mortgagee (or its <br />designee) following any such foreclosure or deed in lieu of foreclosure, and (ii) no consent of Lessor <br />shall be required as to any amendment, modification or supplement to any Leasehold Mortgage <br />except to the extent such amendment, modification or supplement (a) increases the principal amount <br />of the loan secured by such Leasehold Mortgage (except in connection with protective advances), or <br />(b) increases the stated interest rate on the loan secured by such Leasehold Mortgage (other than to <br />charge a default rate, as applicable, to replace the interest rate upon the unavailability or illegality of <br />the applicable interest rate index, or, to the extent it is a variable rate, in connection with the <br />variations of such rate as provided in the applicable loan documents). <br />17.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee <br />shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold <br />Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or <br />such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be <br />secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any <br />Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold <br />Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for <br />purposes of giving any notices required by this Article XVII. <br />17.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. <br />Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under <br />this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a <br />copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by <br />Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified <br />or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the <br />address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in <br />writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given <br />by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant <br />shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From <br />and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold <br />Mortgagee shall have the same cure period for such default (or act or omission which is the subject <br />matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by <br />County, Agency and the Tenant, to commence and/or complete a cure of such default (or act or <br />omission which is the subject matter of such notice). Lessor shall accept any and all performance by <br />or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold <br />Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold <br />Mortgagee to take any such action at such Leasehold Mortgagee’s option, and hereby authorizes any <br />Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. <br />EXHIBIT 11