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<br />Documents. Nothing contained in this Lease shall relieve the Lessee of its obligations and <br />responsibilities under the City Loan to operate the Project as set forth in the City Loan Documents <br /> <br />4.2 T i"n~ Hnrl FnCllmhrHnc"~ AgHin~t T "~~,,,,\ Int"TI'~t in th" T ",.."holrl F~tHt" <br /> <br />(a) The Lessee shall have the right to encumber the leasehold estate created by <br />this Lease and the Improvements with the deeds of trust or mortgages specified in Fyhihit R <br />attached to this Lease. <br /> <br />(b) For as long as the Project is subject to the Other Loan Documents or there <br />is any lien securing any Other Loans: <br /> <br />(1) The Lessor shall not agree to any mutual termination or accept any <br />surrender of this Lease, nor shall the Lessor consent to any amendment or modification of this <br />Lease without the consent of any Lenders which have an outstanding Other Loan. In the event <br />that the Lessor receives competing or conflicting offers to cure any default, the Lessor shall <br />accept the offers to cure in the following order: First, the Lessee then each Lender in the same <br />relative priority as their respective deeds of trust. <br /> <br />(2) Notwithstanding any default by the Lessee under this Lease, the <br />Lessor shall have no right to terminate this Lease unless the Lessor shall have given any Lenders <br />which have an outstanding Other Loan written notice of such default, and such Lenders shall <br />have failed to remedy such default or acquire the Lessee's leasehold estate created by this Lease <br />or commence foreclosure or other appropriate proceedings as set forth in, and within the time <br />specified by, this Section. <br /> <br />(3) Any Lender which has an outstanding Other Loan shall have the <br />right, but not the obligation, at any time to pay any or all of the rental due pursuant to the terms <br />of this Lease, and do any other act or thing required of the Lessee by the terms of this Lease, to <br />prevent termination of this Lease. Each Lender shall have ninety (90) days after receipt of notice <br />from the Lessor describing such default to cure the default. All payments so made and all things <br />so done shall be as effective to prevent a termination of this Lease as the same would have been <br />ifmade and performed by the Lessee instead of by any Lender. <br /> <br />(4) In addition to the cure period provided in paragraph (3) above, if <br />the default is such that possession of the Land may be reasonably necessary to remedy the <br />default, or any Lender which has an outstanding Other Loan shall have a reasonable time after <br />the expiration of such ninety (90)-day period within which to remedy such default, provided that <br />(i) such Lender shall have fully cured any default in the payment of any monetary obligations of <br />the Lessee under this Lease within such ninety (90)-day period and shall continue to pay <br />currently such monetary obligations when the same are due and (ii) such Lender shall have <br />acquired the Lessee's leasehold estate under this Lease or commenced foreclosure or other <br />appropriate proceedings prior to or within such period, and shall be diligently prosecuting the <br />same. <br /> <br />144\105\153233.23 <br /> <br />14 <br />