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<br />Page | 53 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter in to <br />a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold <br />Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its <br />designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as <br />of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the <br />same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions <br />and reservations that are contained in this Lease (including any extension options, purchase options <br />and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants <br />under residential subleases or other subtenants then in valid occupancy of the Premises and <br />Improvements and further subject to any then existing senior Leasehold Mortgagees ; provided that, <br />substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to <br />enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts <br />payable by Tenant hereunder which are then due and shall commence and proceed with diligence to <br />cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are <br />personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. <br />17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to <br />Section 17.7.1 above, then County, Agency and the Leasehold Mortgagee (or its designee) sh all <br />promptly prepare and enter into a written New Lease; but until such written New Lease is mutually <br />executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to <br />Section 17.7.1 but prior to the execution of the New Lease, the Lessor’s and Leasehold Mortgagee's <br />relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall <br />(i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to <br />Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be <br />performed all of the other covenants and agreements under this Lease. Further, at such time as the <br />written New Lease is mutually executed and delivered, Leasehold Mort gagee (or its designee) shall <br />pay to Lessor its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in <br />connection with the preparation, execution and delivery of such written New Lease . In addition, upon <br />execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold <br />Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold <br />Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements <br />have vested with the County. <br />17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross <br />expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor <br />may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such <br />net income received by Lessor except to the extent that it was applied to cure any default of Tenant <br />(excluding specifically the application towards obligations under the County Loan Documents or the <br />Agency Loan Documents). <br />17.7.4. All rights and claims of Tenant under this Lease shall be subject and <br />subordinate to all right and claims of the tenant under the New Lease. <br />17.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a <br />written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then <br />such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the <br />Leasehold Mortgage that has the most senior lien priority. <br />EXHIBIT 11