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Section 4.2 Liens and Encumbrances Against Lessees Interest in the Leasehold Estate <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 Exhibit B <br /> attached to this Lease. <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 /> (i) 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 /> (ii) 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 pursuant to Section <br /> 4.2(b)(7) of this Lease, and such Lenders shall have failed to remedy such default or acquire the <br /> Lessee's leasehold estate created by this Lease or commence foreclosure or other appropriate <br /> proceedings as set forth in, and within the time specified by, this Section. <br /> (iii) 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 /> if made and performed by the Lessee instead of by any Lender. <br /> (iv) 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 /> (v) Any default under this Lease which by its nature cannot be <br /> remedied by any Lender shall be deemed to be remedied if (i) within ninety (90) days after <br /> receiving written notice from the Lessor describing the default, or prior thereto, any Lender shall <br /> have acquired the Lessee's leasehold estate or commenced foreclosure or other appropriate <br /> proceedings, (ii) the Lender shall diligently prosecute any such proceedings to completion, <br /> (iii) the Lender shall have fully cured any default in the payment of any monetary obligations of <br /> • <br /> 144\105\153233.25 14 <br />