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t?k Vial F's '7i?!~:.>?271 OF'F' ;~~>~•2 32~~ Ilotel Site, by Lortgagee. Landlord and Mortgagee a~•ee that the fi~regoing consent and abrcement of f andle~rd shall inure only to the benefit of (i) said bank, (ii) any other hlnk which acquires all ur substantially all of the assets of i~letmpolitan National Bank, including, without limitation, the entirety of the indcbt~dness secured by the Mortgage, (iii) any successor or surviving banking association arising out of any rncrger of Me.tropulitan National Tiank with any other banking association, (iv) any receiver appointed for 1~Ictropolitan National 13ank, or any successor financial institution that acquires the indebtedness secured by the :~[ortgage, by the Federal Deposit Insurance Corporation or any other governmental authority having jurisdiction over said bank or other financial institution and,-or (v} any bona tide third-party financial institution, including any bank, savings association and,`or life insurance company, that acquires the indebtedness secured by the ;Mortgage. Except as set forth in the preceding sentence, the consent of Landlord to the acquisition of the Hotel, the Hotel Site and the Tenani's interest in and to the Lease and 1!1llA by l~[etropolitan National Bank shall not inure to any other successor ur assign of )Vletropulitan National Bank and shall specifically not inure to the benefit of airy owner/holder of the indebtedness secured by the ivtortgage who would otherwise succeed to the rights of Mortgagee hereunder as a result of its acquisition of such indebtedness that is not specifically listed in the preceding sentence. Any permitted purchaser at any sale of the Tenant's interest in the Hotel, the Hotel Site, the Lease and `tenant's leasehold estate created thereunder, and the 11~IDA in any proceedings fur the foreclosure of the Mortgage or any other conveyance or transfer, or the permitted assignee or transferee of the Hotel, the Ilotel Site, Lease and of the leasehold estate thereby created under any instrument of assignment or transfer in Lieu of the foreclosure of the iVturtgagc, including, in each instance the Ntortgagee if it is the permitted purchaser or assignee, shall be deemed to be an assignee or transferee within the meaning of Section 7.1 of the Lease and Section 4.1 of the MDA, and shall be deemed to have agreed to pertornr all of the terms, covenants and conditions on the part of Tenant to be performed under the Lease and the MDA from and aver the date of such purchase and assignment. Prior to any such purchase or assignment pursuant to a foreclosure or similar proceeding, any transaction in lieu thereof or any other conveyance or transfer, the Mortgagee shall notify Landlord iri writing of the proposed transferee. .My transfer of the Tenant's interest in the MDA, Hotel, the Ilotel Site, the Lease or of Tenant's interest in the Demised Premises resulting &um a foreclosure of the Mortgage or any conveyance thereof made in lieu of such a foreclosure (other than a transfer to and possession by ~tortgagcc as allowed without Landlord's further consent as provided in the first paragraph of this Section 5) shall not require Landlord's consent under the Lease or >V[[):~, if and only if (A) the purchaser or assignee (1) is nut a Tax Exempt Entity (as defined in the Lease), and shall, in Landlord's reasonable discretion, be a creditworthy entity with sufficient financial stability to satisfy its obligations under the Lease and MDA; (2) shall have (or the majority of its senior managers shall each have) not less than five (5) years experience in operating hotel and conference center facilities comparable to the Ilotel and C'unference Center (as such term is defined in the Lease); (3) has, a favorable business and operational reputation in the hotel industry; (~1) shall assume in a writing reasonably acceptable to Landlord and agree to keep and perform all of the terms of the L case and the ~in;~ on the part of 'Ccna-tt to he performed thereunder from and after the date of such purchase and assignment; and (~) shall contemporaneously acquire Tenant's interest in the Ilotel, Hotel Site, IVtD:~ and Luse at the same time, it being acknowledged that none of the Hotel, the IIot~[ Silt, "1'cnant's interest in the -1 ' I-15r,66.1