AgdaPkt 2019-12-16 Joint SA PFA - Laserfiche WebLink

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7.C. - Page 106 of 178 Landlord, which consent shall not be unreasonably withheld. It shall not be unreasonable for Landlord to withhold its consent where the proposed assignee or subtenant lacks sufficient financial strength or experience, in the exercise of Landlord's reasonable business judgment, to perform the Tenant's obligations to operate the New YMCA, operate a facility comparable to the YMCA or a similar health and wellness facility or is not a non-profit entity. It shall not be unreasonable for Landlord to withhold its consent where the proposed assignee or subtenant will engage in a business involving toxic and hazardous materials. Any proposed assignment or sublet shall be considered by Landlord only if no default exists in the performance or observance of any agreement, covenant or condition of this Lease on the part of Tenant to be performed or observed as of the date of such assignment. Tenant shall provide a full package of information Thirty (30) days in advance of any proposed transfer. Further, Landlord's consent to any assignment or sublet shall be conditioned on the following: (i) the assignment or sublet shall be in writing, duly executed and acknowledged by Tenant and the assignee or sublessee, as the case may be, in form satisfactory to Landlord, providing that the intended use by the assignee/sublessee is consistent with this Lease and assignee/sublessee assumes and agrees to perform and observe all the agreements, covenants and conditions of this Lease on the part of Tenant to be performed and observed, and (ii) an executed original of such assignment shall be delivered to Landlord. (b) Notwithstanding the foregoing Section 16(a), Tenant may rent out a portion of the New YMCA at its sole discretion to third parties without the consent of the Landlord; provided, such short-term rental is for no longer than 24 -hours per rental and that the third party complies with Section 9 (Allowed and Prohibited Uses). 17. Mortgage of Leasehold. Tenant shall have the right to encumber the leasehold estate created by this Lease by a mortgage, deed of trust or other security instrument, including, without limitation, an assignment of the rents, issues and profits from the YMCA Site (the "Leasehold Mortgage") to secure repayment of any loan to Tenant, and associated obligations, from any lender (a "Lender"). 18. Protection of Lender. During the continuance of any Leasehold Mortgage and until such time as the lien of any Leasehold Mortgage has been extinguished: (a) Landlord shall not accept any surrender of this Lease, nor shall Landlord consent to any amendment or modification of this Lease, without the prior written consent of any Lender. ' (b) Notwithstanding any default by Tenant in the performance or observance of any agreement, covenant or condition of this Lease on the part of Tenant to be performed or observed, Landlord shall have no right to terminate this Lease or interfere with the occupancy, use, and enjoyment of the YMCA Site unless (i) an event of default shall have occurred and is continuing, (ii) Landlord shall have given any Lender written notice of such event of default, and (iii) the Lender(s) shall have failed to remedy such default, acquire Tenant's leasehold estate created hereby, or commence foreclosure or other appropriate YMCA Ground Lease _10- 82483.00016\32493585.5 10- 82483.00016\32493585.5 529