Leasehold Mortgages (a) The parties agree that Lessor shall be permitted to mortgage its fee interest in the Improvements, its interest as lessee under the Ground Lease and its interest as lessor under this Lease(each, a "Leasehold Mortgage"), provided that (i) any such Leasehold Mortgage shall encumber all such interests of Lessor in the Premises, and (ii) to the extent required by the holder of any Fee Mortgage (each, a "Fee Mortgagee"), the holder of any such Leasehold Mortgage (each, a "Leasehold Mortgagee"), shall consent and enter into an agreement with such Fee Mortgagee pursuant to which a lockbox or other similar arrangement is established for the collection of all rents due from any Subtenant (a "Lockbox"), which agreement shall contain provisions consistent with the terms described on SCHEDULE E annexed hereto and made a part hereof, and which shall in all other respects be reasonably acceptable to the Fee Mortgagee and the Leasehold Mortgagee. This Lease shall be subject and subordinate to the terms and provisions of, and the lien of, any such Leasehold Mortgage, provided that (i) such Leasehold Mortgage contains an express provision to the effect that, if there shall be a foreclosure of the Leasehold Mortgage, the holder of such Leasehold Mortgage will not evict Lessee, disturb Lessee's possession under this Lease, or terminate or disturb Lessee's leasehold estate or rights hereunder, and will recognize Lessee as the direct tenant of such holder on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default shall have occurred and be continuing hereunder, or (ii) Lessee shall obtain a separate subordination, non-disturbance and attornment agreement from the holder of such Leasehold Mortgage, which agreement may be conditioned upon conditions then ordinary and customary in subordination, non-disturbance and attornment agreements entered into by lenders at that time. If, in connection with the financing of the Premises by Lessor, any lending institution shall request reasonable modifications of this Lease that do not increase Lessee's monetary obligations under this Lease, or materially adversely affect or diminish the rights, or materially increase the other obligations of Lessee under this Lease, Lessee shall make such modifications.
