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Bk ~Jr~1 ~'9
<br />`,'iiii;~>9~>"lt OPT 3~>E,2 c:~?ti
<br />~tl7A, and the Lease may be sold, conveyed, assigned or transfer-ed to any party that does nit, at
<br />such time, also acquire all of the Hotel, Hotel Site, t'enant's interest in and to the Luse, and
<br />Tenant's rights under the 1~1DA, and (13) an original counterpart of each such purchase surd sale
<br />agreement or instrument of assignment or transfer in lieu of ti~reclosure of any iv[ortgage, duly
<br />executed by Tenant and such purchaser or assignee, as the case may be, shall he delivered
<br />promptly to Landlord. ~~~y proposed purchaser or assignee that does not satisfy the criteria in
<br />clause (A) above shall be subject to Landlord's approval pursuant to the terms of Section 7.l of
<br />the Lcasc and Section =1. l of the MDA.
<br />In addition to the requirements of the preceding paragraph, neither Mortgagee nor any
<br />other purchaser at foreclosure, or in any transaction in lieu thereof, shall be entitled to become
<br />the owner of "Tenant's interest in the I[otel, the Hotel Site, the Lease and/or the MDA unless
<br />Mortgagee or such purchaser shall first have delivered to [.andlord an assumption agreement,
<br />executed in recordable form reasonably acceptable to Landlord, wherein and whereby Mortgagee
<br />or such purchaser assumes the performance of all the terms, covenants and conditions of the
<br />Lease and the MDA on the part of Tenant to be ,performed thereiurder from and after the date of
<br />such purchase or assignment, and expressly confirn~s that the same are in firll force and effect.
<br />If Mortgagee shall acquire title to Tenant's interest in the Hotel, the Hotel Site, the Lease
<br />and MDA, by t~~reclosure, assigmnent in lieu of foreclos~ue, or otherwise, or becomes the tenant
<br />under a new !case pursuant to Section 6 below, Mortgagee may assign (i) such lease in
<br />accordance with the provisions of Section 7.1 of the Lease and, (ii) the MDA in accordance with
<br />the ternls of Section 4.1 thereof, and subject to Landlord's right to consent to the trtmsferee
<br />thereunder. Upon any permitted assignment of the Lease and MDA by Mortgagee, Mortgagee
<br />shall, notwithstanding any of the terms of the NiT7A and/or Lease to the contrary, thereupon be
<br />released from any further Liability for the perti~rmance or observance of the covenants and
<br />conditions to be performed under the Lease and MDA by Tenant aver 'the date of such
<br />assignment, provided, further, that the approved assignee from IVlortgagee must have expressly
<br />assumed in writing for the benetit of C,andlord all of the obligations of Tenant under the Lease
<br />and the MDA, as required by Section 7.1 of the i,ease and Section 4.1 of the MDA. For
<br />purposes of this paragraph, Mortgagee shall mean :Metropolitan National C3ank and/or any
<br />successor financial institution listed in clauses (i) through (v) of the second sentence of the first
<br />paragraph of Section 5 above.
<br />6. Separate Lease. In case of termination of the [,ease by reason of the happening of
<br />any Event of Default, Landlord shall give notice thereof to 1~lortgagee, which notice shall be
<br />addressed to ;Mortgagee at the address last tiu•rrished to Landlord. If within ten (1 U) business
<br />days after the giving of such notice Mortgagee pays all rent and any and all other sums then due
<br />and payable by "Cenant under the Lease notwithstanding such termination (which shalt not he
<br />deemed an obligation or requirement of Mortgagee to do so }, Landlord shall, upon the written
<br />request of such Mortgagee made any tune within sixty (60) days from the date of notice given to
<br />the ~~tortgagee of such termination, execute and deliver a new lease of the Demised Premises to
<br />Mortgagee for the; remainder of the 't'erm (as defined in the Le;ase), upon the same terms,
<br />covenants, conditions, limitations and abreements contained in the i.ease, including without
<br />limitation the covenants for the payment of rent and other amounts to he paid by "Tenant
<br />thereunder, but subject to the rights, if any, of parties then in possession (actual or constructive)
<br />of all or any part of the 1)cmised Premises; provided that (i) as a condition to Landlord executing
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