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foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in <br />connection with a Leasehold Mortgage. <br />16.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, <br />security deed, conditional deed, deed to secure debt or any other security instrument (including <br />any assignment of leases and rents, security agreement and financing statements) held by a Lender <br />by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a <br />purchase money obligation. <br />16.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a <br />Leasehold Mortgage. <br />16.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; <br />(ii) an approved assignee or transferee of the Tenant under this Lease who is or becomes directly <br />and primarily liable to Lessor; and (iii) any further assignee, transferee of any of the parties listed <br />in (ii) who is or becomes directly and primarily liable to Lessor. <br />16.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's <br />Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, <br />at any time during the Tenn of this Lease (with consent of Lessor after prior written notice <br />providing evidence that all requirements of this Lease have been complied with, which consent <br />shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of <br />Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: <br />16.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) <br />if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the <br />costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, <br />eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after <br />completion; <br />16.2.2. That Tenant shall not have the power to encumber, and no Leasehold <br />Mortgage shall encumber, Lessor's Fee Interest; <br />16.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all <br />rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions <br />set forth in this Lease and to all rights and interests of Lessor hereunder; and <br />16.2.4. Nothing in this Lease shall be construed so as to require or result in a <br />subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold <br />Mortgage, and; <br />16.2.5. Except as otherwise expressly provided herein, in the event of any conflict <br />between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the <br />provisions of this Lease shall control. <br />Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this <br />Section 15.2, shall not constitute an assignment or other Transfer under Article X or otherwise, <br />nor shall any Tenant Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of <br />Page130 <br />