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hereunder to cure or complete any cure of any breach or default by Owner or any applicable Sub Ground Lessee hereunder. (b) Permitted Transfers to Mortgagee. (i) Notwithstanding anything stated to the contrary in this Agreement,the following transfers shall be permitted and shall not require the approval or consent of City: (1) A transfer of the Owner's or any Sub Ground Lessee's Leasehold Estate or Sub Leasehold Estate, as applicable (and the concurrent transfer of the Owner's or any Sub Ground Lessee's rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage, whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or (2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Leasehold Estate or any Sub Leasehold Estate, and the concurrent transfer of the Owner's or any Sub Ground Lessee's rights under this Agreement with respect to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold Estate so transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase. (ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner or any Sub Ground Lessee, as applicable, under this Agreement only so long as such transferee holds title to the Leasehold Estate or Sub Leasehold Estate, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase to which such Leasehold Estate or applicable Sub Leasehold Estate applies. (iii) Following the transfer, if any, described in Section 10.1.3(b)(i) above,all non-curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party. (c) Rights of Mezzanine Lender. Any lender that makes a loan to Owner or to any Sub Ground Lessee,or to any entity holding an interest in Owner or any Sub Ground Lessee, direct or indirect, that is secured by a pledge of equity interests in Owner or any applicable Sub Ground Lessee, direct or indirect, shall be entitled to all of the rights and remedies under this Section 10.1.3 that are afforded to a Mortgagee under this Agreement, (i)provided that Owner or any applicable Sub Ground Lessee shall have provided to City written notice setting forth the name and address of any such lender, and (ii) except that such rights and remedies shall be subject and subordinate to the rights of any Mortgagee, and shall not impair any of the rights and remedies afforded any Mortgagee,hereunder. 9.1.5. Obligations of Mortgagee Under Agreement.Any Mortgagee who comes into possession of the Leasehold Estate, or a Sub Leasehold Estate, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Leasehold Estate or Sub Leasehold Estate as applicable, or part thereof, subject to the terms of -27-