Common use of Mortgagee Protection Clause in Contracts

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to give time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or ground lessorimpair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by registered law. (b) The Mortgagee of any mortgage or certified maildeed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER's obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default served upon given to OWNER under the Landlord by Tenantterms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of CITY shall provide a copy of an assignment that notice to the Mortgagee within ten (10) days of rents and leasessending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or otherwise) any part thereof, pursuant to foreclosure of the address mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt obligation or duty under this Agreement to perform any of notice OWNER's obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof within which shall continue to cure such default be a condition precedent to CITY's performance hereunder, and further provided that any sale, transfer or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, assignment by any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire in possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings subject to acquire possession the provisions of the Real Property by reason Section 2.5 of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeAgreement.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant (“Tenant’s Notice of Default”), provided that prior to such notice Notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt from delivery of notice thereof Tenant’s Notice of Default within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, so long as any Mortgagee or ground lessor has commenced its cure within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to give time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or ground lessorimpair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by registered law. (b) The Mortgagee of any mortgage or certified maildeed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default served upon given to OWNER under the Landlord by Tenantterms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of CITY shall provide a copy of an assignment that notice to the Mortgagee within ten (10) days of rents and leasessending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or otherwise) any part thereof, pursuant to foreclosure of the address mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt obligation or duty under this Agreement to perform any of notice OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof within which shall continue to cure such default be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, assignment by any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire in possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings subject to acquire possession the provisions of the Real Property by reason Section 2.4 of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeAgreement.

Mortgagee Protection. Tenant The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. COUNTY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to give time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. COUNTY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or ground lessorimpair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by registered law. (b) The Mortgagee of any mortgage or certified maildeed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the COUNTY in the manner specified herein for giving notices, shall be entitled to receive written notification from COUNTY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If COUNTY timely receives a request from a Mortgagee requesting a copy of any notice of default served upon given to OWNER under the Landlord by Tenantterms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of COUNTY shall provide a copy of an assignment that notice to the Mortgagee within ten (10) days of rents and leasessending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. No Mortgagee (including one who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination, eviction or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed any obligation to cure construct or complete construction of improvements, or to guarantee such default within construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the time provided for Property to solar power plant use except in full compliance with this Lease, then the Agreement. A Mortgagee or ground lessor in possession shall not have an additional thirty (30) days after receipt obligation or duty under this Agreement to perform any of notice OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by COUNTY, the performance thereof within which shall continue to cure such default or if such default cannot be cured within that time, then such additional notice time as may a condition precedent to COUNTY’s performance hereunder. All payments called for under Section 4 of this Agreement shall be necessary, if, within such thirty (30) days, a condition precedent to COUNTY’s performance under this Agreement. Any transfer by any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire in possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings subject to acquire possession the provisions of the Real Property by reason Section 2.4 of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeAgreement.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to give time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or ground lessorimpair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by registered law. (b) The Mortgagee of any mortgage or certified maildeed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a Mortgagee requesting a copy of any notice of default served upon given to OWNER under the Landlord by Tenantterms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of CITY shall provide a copy of an assignment that notice to the Mortgagee within ten (10) days of rents and leasessending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or otherwise) any part thereof, pursuant to foreclosure of the address mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt obligation or duty under this Agreement to perform any of notice OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof within which shall continue to cure such default be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, assignment by any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire in possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings subject to acquire possession the provisions of the Real Property by reason Section 2.4 of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeAgreement.

Mortgagee Protection. Tenant agrees This Agreement shall not prevent or limit the Authority, or its lessees or assignees, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to give the Property. The City acknowledges that the lender(s) providing such financing may require a Notice of Compliance pursuant to Section 9.2. Upon request, any mortgagee of a mortgage or a beneficiary of a deed of trust (“Mortgagee”) of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value. (b) If the City timely receives a request from a Mortgagee or ground lessor, by registered or certified mail, requesting a copy of any notice of default served upon given to the Landlord by TenantAuthority under the terms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of then the City shall provide a copy of an assignment that notice to the Mortgagee within ten days of rents and leasessending the notice of default to the Authority. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (c) Any Mortgagee who comes into possession of the Property, or otherwise) any part thereof, pursuant to foreclosure of the address mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of the Authority arising prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee or ground lessor. Tenant further agrees that if Landlord its successors or assigns shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee entitled to a building permit or ground lessor has commenced occupancy certificate until all delinquent and is diligently pursuing current fees and other monetary obligations due under this Agreement for the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended or portion thereof, acquired by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings have been paid to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such City and all defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageecured hereunder.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee. Landlord shall make commercially reasonable efforts to obtain from Landlord’s current Mortgagee a form of non-disturbance agreement in favor of Tenant on Mortgagee’s standard form, provided that Tenant shall pay any costs associated with obtaining such agreement (which costs shall not exceed Three Thousand Dollars ($3,000.00)) and in no event shall obtaining such agreement be a condition to Tenant’s execution of or obligations under this Lease.

Mortgagee Protection. Tenant The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. County acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to give time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. County will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or ground lessorimpair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by registered law. (b) The Mortgagee of any mortgage or certified maildeed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the County in the manner specified herein for giving notices, shall be entitled to receive written notification from County of any default by Developer in the performance of Developer’s obligations under this Agreement. (c) If County timely receives a request from a Mortgagee requesting a copy of any notice of default served upon given to Developer under the Landlord by Tenantterms of this Agreement, provided that prior to such notice Tenant has received notice (by way of service on Tenant of County shall provide a copy of an assignment that notice to the Mortgagee within ten (10) days of rents and leases, or otherwise) sending the notice of the address of such default to Developer. The Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed the right, but not the obligation, to cure the default during the remaining cure period allowed such default within the time provided for in party under this Lease, then the Agreement. (d) Any Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire who comes into possession of the Real Property, if necessary or any part thereof, pursuant to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason mortgage or deed of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Termtrust, or so as deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to adversely affect in any other respect to any material extent the rights terms of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeAgreement.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including the commencement and diligent pursuit of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default served upon the Landlord by Tenant(which, provided that prior in no event shall be less than ninety (90) days), including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of the ground lessor or the Mortgageedefault exists under such lender's loan to Landlord.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty fifteen (3015) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessarynecessary not to exceed an additional ten (10) days, if, within such thirty (30fifteen(15) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord's lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant's rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not adversely affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of the MortgageePremises.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Leased Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Leased Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Xxxxxx agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Xxxxxxxx is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Xxxxxx agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Leased Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing. Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Xxxxxx’s rights hereunder, including Xxxxxx’s use, occupancy or quiet enjoyment of the MortgageeLeased Premises.

Mortgagee Protection. Tenant agrees to simultaneously give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessormortgagee of the Premises, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice notice, Tenant has received notice been notified in writing (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the name and address of such Mortgagee or ground lessormortgagee. Tenant further agrees that if Landlord shall have failed fails to cure such default within thirty (30) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if Landlord has commenced within such thirty (30) days and is diligently pursuing the time provided for in this Leaseremedies or steps necessary to cure or correct such default), then the Mortgagee or ground lessor mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional notice time as may be necessary, if, necessary if such mortgagee has commenced within such thirty (30) days, any Mortgagee or ground lessor has commenced days and is diligently pursuing the remedies or steps necessary to cure or correct such default (default, including the commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such a cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor the mortgagee to cure such defaults default has expired without cure, Tenant shall have no right to, and shall not, terminate take any action with respect to this Lease adverse to the interests of Landlord or any such mortgagee on account of Landlord’s default. This Lease may Should any prospective mortgagee require a modification or modifications of this Lease, which modification or modifications will not be modified cause an increased cost or amended so as expense to reduce the Rent Tenant or shorten the Term, or so as to adversely affect in any other respect to any material extent way substantially change the rights and obligations of the LandlordTenant hereunder, nor shall then, and in such event, Tenant agrees that this Lease may be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageeso modified and agrees to promptly execute whatever documents are required therefore.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mailmail or by overnight courier, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This No ground lessor or Mortgagee shall be bound by any agreement to modify or amend this Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall cancel or surrender this Lease be canceled or surrenderedLease, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default served upon the Landlord by Tenant(which, provided that prior in no event shall be less than ninety (90) days), including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of this Lease. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of the ground lessor or the Mortgageedefault exists under such lender's loan to Landlord.

Mortgagee Protection. Tenant agrees to give any Mortgagee present or ground lessorfuture mortgagee and/or trust deed holders, by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantLandlord, provided that prior to such notice Tenant has received notice been notified, in writing (by way of service on Tenant notice of a copy of an assignment of rents and leases, execution of nondisturbance agreement, or otherwise) ), of the address of such Mortgagee or ground lessormortgagee and/or trust deed holder. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this LeaseLease (if any), then the Mortgagee or ground lessor mortgagees and/or trust deed holders shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such reasonable additional notice time as may be necessary, necessary if, within such thirty (30) days, any Mortgagee or ground lessor mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default but in no event exceeding ninety (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason 90) days after expiration of Landlord’s bankruptcy. Until cure period; provided, however, that if the time allowed default by Landlord is of such a nature that it may not be cured by such holder without the holder becoming owner of the Building and/or Facility, and so long as aforesaid for Mortgagee or ground lessor to cure Tenant receives a commercially reasonable non-disturbance agreement from such defaults has expired without cureholder, Tenant shall have no right to, and shall not, not exercise any rights to terminate this Lease on account of default. This other than any rights to terminate set forth in Exhibit B (but Tenant may exercise any offset or cure rights granted to Tenant by this Lease may and such rights shall not be modified abrogated by the provisions of this Section 28), if such holder (a) commences a judicial or amended so as non-judicial foreclosure of Landlord’s interest in the Building and/or Facility within sixty (60) days of the expiration of Landlord’s cure period, (b) thereafter uses reasonable efforts to reduce complete the Rent or shorten foreclosure of Landlord’s interest in the TermBuilding and/or Facility, or so as and (c) cures such default within thirty (30) days after the completion of such foreclosure or, if the cure cannot reasonably be effected within thirty (30) days, commences the cure within such thirty (30) day period and thereafter diligently pursues it to adversely affect completion but not in any other respect event to any material extent exceed ninety (90) days after completion of such foreclosure. Such holder shall have the rights right to perform all obligations of Landlord under this Lease on behalf of Landlord without becoming an owner of the LandlordBuilding and/or Facility, nor but such holder shall have no obligation to cure any default under this Lease be canceled or surrendered, without unless it becomes an owner of the prior written consentBuilding and/or Facility, in each instance, of the ground lessor or the Mortgageewhich event this Lease shall not be terminated while such remedies are being diligently pursued.

Mortgagee Protection. Tenant agrees If a Mortgagee succeeds to give Landlord’s interest under this Lease, the Mortgagee shall not be: (a) liable for any Mortgagee act or ground lessor, by registered or certified mail, a copy omission of any notice of default served upon the Landlord prior lessor (including Landlord); (b) bound by Tenant, provided that prior to such notice any Rent or Additional Rent or advance rent which Tenant has received notice paid for more than the current month to any prior lessor (including Landlord), and all such Rent shall remain due and owing notwithstanding such advance payment; (c) bound by way any security or advance rental deposit which is not actually delivered or paid to the Mortgagee; (d) bound by any termination, amendment, extension or modification of service on Tenant of a copy of an assignment of rents this Lease made without the Mortgagee’s consent and leaseswritten approval, or otherwise) except for those terminations, amendments, extensions and modifications permitted to be made by Landlord without the Mortgagee’s consent pursuant to the terms of the address of such Mortgagee or ground lessor. loan documents between Landlord and the Mortgagee; (e) subject to any defenses which Tenant further agrees that if Landlord shall may have failed against any prior lessor (including Landlord); and (f) subject to cure such default within the time any offsets against any prior lessor (including Landlord) except for those offset rights which are expressly provided for in this Lease, then which relate to periods of time following the Mortgagee’s succession to Landlord’s interest, and Tenant has provided written notice to the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which and provided the Mortgagee with a reasonable opportunity to cure the event giving rise to such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any offset right. A Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant Landlord shall have no right to, and shall not, terminate liability or responsibility under or pursuant to the terms of this Lease on account or otherwise after it ceases to own an interest in the Building or Tract. Nothing in this Lease shall require the Mortgagee to apply the proceeds of default. This Lease may any loan in any particular manner and Tenant’s agreements in this Section shall not be impaired or modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in by any other respect to any material extent the rights modification of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the documents evidencing and securing any loan given by Landlord to Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, concurrently, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then if the Mortgagee or ground lessor agrees to cure such default, then the Mortgagee or ground lessor shall have such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default default, but in no event shall said thirty (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure)30) day period be extended by more than forty-five (45) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. default This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including appointment of a receiver or commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon the Landlord by Tenanttheir interest together with an address for receiving Notice, provided that prior to and Tenant shall offer such notice Tenant has received notice beneficiary or mortgagee at least sixty (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise60) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed days to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if default. If such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cureperiod, Tenant shall have no right to, and shall not, to terminate this Lease on account of defaultwhile such cure is being diligently pursued to completion. This Lease may not be modified or amended so as Tenant agrees that each lender to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall whom this Lease be canceled or surrendered, has been assigned by Landlord is an express third party beneficiary hereof. Tenant shall not make any prepayment of Rent more than one (1) month in advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights or materially increase Tenant’s obligations hereunder, including Tenant’s use, occupancy or quiet enjoyment of the MortgageePremises.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may way be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may my not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure)) and such cure is completed within one hundred twenty (120) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Leased Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Leased Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Xxxxxx agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Xxxxxxxx is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Xxxxxx agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Leased Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, including Xxxxxx’s use, occupancy or quiet enjoyment of the MortgageeLeased Premises.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Xxxxxx agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Xxxxxxxx is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Xxxxxx agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord's lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Xxxxxx's rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees This Agreement shall be superior and senior to give any Mortgagee lien placed upon the Property, or ground lessorany portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any such Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against any Person that acquires title to the Property, or any portion thereof, by registered foreclosure, trustee's sale, deed in lieu of foreclosure or certified mailotherwise. Notwithstanding the provisions of this Section, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion. If the City receives a written notice from a Mortgagee requesting a copy of any notice of default served upon the Landlord by Tenant, provided that prior given to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents Property Owner or a Sub-developer and leases, or otherwise) of specifying the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Leaseservice thereof, then the City shall deliver to such Mortgagee, concurrently with service thereon to the Property Owner or a Sub-developer, as applicable, any notice of default or determination of noncompliance given to the Property Owner or such Sub- developer. Each Mortgagee or ground lessor shall have an additional thirty the right (30but not the obligation) for a period of 90 days after the receipt of such notice thereof within which from the City to cure or remedy the default claimed or the areas of noncompliance set forth in the City's notice. If such default or if such default cannot noncompliance is of a nature that it can only be cured within that timeor remedied by such a Mortgagee upon obtaining possession of the Property, then such Mortgagee may seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall within 90 days after obtaining possession cure or remedy such default or noncompliance. If such default or noncompliance cannot with diligence be cured or remedied within either such 90 -day period, then such Mortgagee shall have such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies reasonably necessary to cure or remedy such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, noncompliance if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee commences such cure or ground lessor is prevented from commencing remedy during such 90 -day period and thereafter diligently pursues completion of such cure or pursuing such foreclosure proceedings or other proceedings remedy to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageepossible.

Mortgagee Protection. The execution and delivery of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of Tenant's leasehold interest nor shall a Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease so as to require such Leasehold Mortgagee to assume the performance of any of the terms, covenants or conditions on the part of Tenant agrees to be performed hereunder. If Tenant shall mortgage this Lease in compliance with Section 9.1, Landlord shall give any to each Leasehold Mortgagee, at the address of such Leasehold Mortgagee or ground lessorset forth in the Notice mentioned in Section 9.1 hereof, and otherwise in the manner provided by registered or certified mailArticle 17, a copy of any notice each Notice of default served upon by Tenant at the same time as, and whenever, any such Notice shall thereafter be given by Landlord by Tenant, provided that prior to Tenant and no such notice Notice shall be deemed given to Tenant has received notice (by way of service on Tenant of hereunder unless and until a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessorNotice shall have been so delivered to such Leasehold Mortgagee. Tenant further agrees that if Landlord shall have failed give each Leasehold Mortgagee an additional Notice if and when Tenant shall fail to cure any such default within the time period provided for in this Lease, then the therefor under Article 15. Each Leasehold Mortgagee or ground lessor (i) shall thereupon have an additional a period of thirty (30) days after receipt more in the case of notice thereof within which to cure such a default in the payment of Percentage Rent or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such other Rent and thirty (30) daysdays more in the case of any other Event of Default, any Mortgagee after such additional Notice is given to Leasehold Mortgagee, for remedying the default; or ground lessor has commenced and causing the same to be remedied, or causing action to remedy a default mentioned in Section 15.1(b) to be commenced, than is diligently pursuing the remedies necessary given Tenant after such Notice is given to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right toit, and (ii) shall, within such period and otherwise as herein provided, have the right to remedy such default, cause the same to be remedied or cause action to remedy a default mentioned in Section 15.1(b) to be commenced. Landlord shall notaccept performance by a Leasehold Mortgagee of any covenant, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Termcondition, or so agreement on Xxxxxx's part to be performed hereunder with the same force and effect as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageethough performed by Xxxxxx.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, concurrently, by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantXxxxxx, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then if the Mortgagee or ground lessor agrees to cure such default, then the Mortgagee or ground lessor shall have such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default default, but in no event shall said thirty (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure)30) day period be extended by more than forty-five (45) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessorAfter notice from Lxxxxxxx stating the name and address of Landlord’s mortgagee, by registered or certified mail, a copy and requesting that copies of any notice of default served upon the delivered by Tenant to Landlord by Tenant, provided that prior also be delivered to such notice mortgagee, Tenant has received notice (by way shall provide such mortgagee with copies of service on notices relating to Lxxxxxxx’s default which Txxxxx sends to Landlord. Tenant of shall have no liability for the failure to deliver a copy of an assignment of rents and leasesany such notice to the mortgagee nor shall failure to give notice to such mortgagee invalidate a notice to Landlord, but Tenant shall not be entitled to take any action which would extinguish or otherwise) of materially adversely affect the address rights of such mortgagee in this Lease or the Premises, unless (i) Tenant had previously given the Mortgagee or ground lessor. a copy of a notice of default with respect to the default as to which Tenant further agrees that is seeking to take action which would materially adversely affect the Mortgagee’s interests, and (ii) if Landlord shall have failed fails to cure such default within the time provided for applicable cure period in this Lease, then Article 15 (Default) the Mortgagee or ground lessor shall have been given an additional thirty (30) 30 days after receipt of notice thereof within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional notice time time, not to exceed a total of 120 days, as may be necessary, if, necessary if such Mortgagee has commenced within such thirty (30) days, any Mortgagee or ground lessor has commenced 30 days and is diligently pursuing the remedies necessary to cure or correction of such default (default, including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such a cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until ) and the time allowed as aforesaid above for the Mortgagee or ground lessor to cure such defaults default has expired without cure, Tenant shall have no right to, and shall not, terminate this such matter being cured or corrected. Medinah Temple Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.28

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of an express third party beneficiary hereof. Except for the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cureAdvance Rent, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of the ground lessor Premises or the Mortgageematerially increase Tenant’s obligations hereunder. Landlord shall credit Tenant for any payments made to such lender pursuant to such direction.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrenderedsurrendered except pursuant to the express terms of this Lease, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of the MortgageePremises.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including the commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee. Landlord agrees to diligently use reasonable efforts to obtain such Mortgagee consents as may be required and shall promptly inform Tenant in writing upon obtaining such consents.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrenderedConcert USA Suite 700 BB&K/Northwest Point Xxxx 00 xx 00 xx xurrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default served upon the Landlord by Tenant(which, provided that prior in no event shall be less than ninety (90) days), including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, of the ground lessor or the Mortgagee.to pay said amounts to such

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then then, the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default served upon the Landlord by Tenant(which, provided that prior in no event shall be less than ninety (90) days), including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure). Such cure so long as such beneficiary or mortgagee has commenced the cure within the original time period of time and thereafter diligently pursues such cure to completion, in which event this Lease shall be extended terminated while such cure is being diligently pursued. Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of the ground lessor or the Mortgageedefault exists under such lender's loan to Landlord.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon its interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or, mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease is assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 10 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord's lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant's rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period Tenant agrees that each lender to whom this Lease has been assigned by Landlord is an express third party beneficiary hereof. Tenant waives the collection of time any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall be extended by any period within which have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in writing, to pay said amounts to such Mortgagee or ground lessor is prevented from commencing or pursuing lender. Tenant shall comply with such foreclosure proceedings or other proceedings written direction to acquire possession pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Real Property by reason of Premises, Landlord’s bankruptcy. Until the time allowed lender shall request reasonable modification(s) to this Lease as aforesaid for Mortgagee or ground lessor a condition to cure such defaults has expired without curefinancing, Tenant shall have no right tonot unreasonably withhold, and shall notdelay or defer its consent thereto, terminate this Lease on account provided such modifications do not materially affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the TermPremises, or so as increase the costs to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall Tenant under this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeLease.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the each ground lessor or the MortgageeMortgagee who has provided Tenant written notice of its interest.

Mortgagee Protection. Tenant agrees This MDA shall be superior and senior to give any Mortgagee lien placed upon the Property, or ground lessorany portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach of this MDA shall defeat, render invalid, diminish or impair the lien of any such Mortgage made in good faith and for value, but all of the terms and conditions contained in this MDA shall be binding upon and effective against any Person that acquires title to the Property, or any portion thereof, by registered foreclosure, trustee's sale, deed in lieu of foreclosure or certified mailotherwise. Notwithstanding the provisions of this Section 29, no Mortgagee shall have any obligation or duty under this MDA to construct or complete the construction of improvements, or to guarantee such construction or completion. If the City receives a written notice from a Mortgagee requesting a copy of any notice of default served upon the Landlord by Tenant, provided that prior given to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents Property Owner or a Sub-developer and leases, or otherwise) of specifying the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Leaseservice thereof, then the City shall deliver to such Mortgagee, concurrently with service thereon to the Property Owner or a Sub-developer, as applicable, any notice of default or determination of noncompliance given to the Property Owner or such Sub-developer. Each Mortgagee or ground lessor shall have an additional thirty the right (30but not the obligation) for a period of 90 days after the receipt of such notice thereof within which from the City to cure or remedy the default claimed or the areas of noncompliance set forth in the City's notice. If such default or if such default cannot noncompliance is of a nature that it can only be cured within that timeor remedied by such a Mortgagee upon obtaining possession of the Property, then such Mortgagee may seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall within 90 days after obtaining possession cure or remedy such default or noncompliance. If such default or noncompliance cannot with diligence be cured or remedied within either such 90 day period, then such Mortgagee shall have such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies reasonably necessary to cure or remedy such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, noncompliance if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee commences such cure or ground lessor is prevented from commencing remedy during such 90 day period and thereafter diligently pursues completion of such cure or pursuing such foreclosure proceedings or other proceedings remedy to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageepossible.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. Landlord expressly consents, to payments made by Tenant in strict accordance with the two immediately preceding sentences and hereby waives any Claims against Tenant arising from payments made in strict accordance therewith. Landlord agrees that all such payments by Tenant shall be applied to Tenant’s obligations under this Lease. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Except as expressly provided in Rider 2, this Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cureOurs, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord's lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant's rights hereunder, including Tenant's use, occupancy or quiet enjoyment of the MortgageePremises or monetary obligations under this Lease.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, not to exceed one hundred fifty (150) days after receipt of such notice, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. Notwithstanding anything in this Section 23.02 to the contrary, in the event of an Emergency Default as defined in Section 11.05(a), Tenant shall only be required to give any Mortgagee or ground lessor such notice as is reasonable under the circumstances, and nothing in this Section 23.02 shall delay, limit, or restrict Tenant’s self-help rights in Section 11.05(a) in the event of an Emergency Default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee written Notice by nationally recognized overnight courier, or ground lessor, by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender and Landlord shall release Tenant as to such payments so made and received by such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights or obligations hereunder (including, without limitation, Tenant’s obligation to pay Rent) or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Upon any default on the part of Landlord, prior to commencement of any judicial enforcement action or any termination of this Lease, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of the MortgageePremises.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.. jka v14-Continental_Grand-Learning_Tree-Lease

Mortgagee Protection. Tenant agrees acknowledges that Landlord will seek financing to give complete the Project from a lender ("Mortgagee"). Tenant will reasonably cooperate with Landlord to obtain such financing, including timely provision of the Security, current financial reports, subordination, attornment and non-disturbance agreements, estoppel certificates and such other documents and instruments as Mortgagee or Landlord may reasonably require which do not materially or adversely affect Tenant's rights or interests under this Lease. Tenant further covenants that: (a) Tenant will not unreasonably withhold, delay or condition its consent to Lease amendments reasonably requested by a prospective Mortgagee of Landlord, as long as the request do not change the rent to be paid by Tenant and do not materially or adversely affect the Tenant's rights or interests under this Lease or in the Premises or Common Area. (b) If Landlord or any Mortgagee or ground lessorshall have delivered to Tenant prior written notice of the address of any Mortgagee, by registered or certified mail, Tenant will mail to such Mortgagee a copy of any notice or other communication from Tenant to Landlord under this Lease at the time of default served upon giving such notice or communication to Landlord and no termination of this Lease or termination of Tenant's obligations under this Lease predicated on the Landlord by Tenant, provided that prior giving of any notice shall be effective unless Tenant gives to such Mortgagee written notice Tenant has received notice (by way of service on Tenant of or a copy of an assignment of rents and leases, or otherwise) of the address its notice to Landlord of such Mortgagee default or ground lessor. Tenant further agrees that if Landlord shall have failed termination, as the case may be and reasonable opportunity to cure any Landlord default permitting such termination. (c) In the event of any default within by Landlord under the time provided for in provisions of this Lease, then any Mortgagee will have the Mortgagee same rights granted Landlord for remedying such default or ground lessor shall have causing it to be remedied, plus, in each case, an additional period of thirty (30) days (or in the event of a cure which reasonably requires in excess of thirty days to cure, for such time as Mortgagee is diligently prosecuting such cure to completion , including, if necessary, sufficient time to secure rights to the Premises through appointment of a receiver) after receipt the expiration of the initial period or after Xxxxxx has served a notice thereof within which to cure or a copy of a notice of such default upon the Mortgagee, whichever is later. (d) No surrender (except a surrender upon the expiration of the term of this Lease) by Tenant to Landlord of this Lease, or if such default cannot of the Premises, or any part thereof, or of any interest therein, and no termination of this Lease by Landlord or Tenant shall be cured within that timevalid or effective, then such additional notice time as and neither this Lease nor any of the terms of this Lease may be necessaryamended, ifmodified, within such thirty (30) days, any Mortgagee changed or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, consent of any Mortgagee who shall have been previously identified to Tenant in each instance, of the ground lessor or the Mortgageewriting by Landlord as having such rights with respect to this Lease.

Mortgagee Protection. If Tenant is notified of the name and address of any Mortgagee, Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, that it will send a copy of any notice of default served upon the all notices that it delivers to Landlord by Tenant, provided that prior to such notice Tenant has received notice Mortgagee, by U.S. Certified Mail (by way of service on Tenant of a copy of an assignment of rents and leasesReturn Receipt Requested) or nationally recognized overnight delivery service, or otherwise) of the address of such Mortgagee or ground lessorincluding, but not limited to, default notices. Tenant further agrees that if shall not terminate this Lease or make any expenditures on account of any default by Landlord shall have failed to cure such default within the time provided for in under this Lease, then unless Tenant notifies (in writing) each existing Mortgagee of such default and the Mortgagee or ground lessor shall have an additional thirty fails to cure the default within sixty (3060) days after its receipt of notice thereof within which to cure such default or notice; provided if such default the Mortgagee cannot be cured reasonably cure the default within that timesaid sixty (60) day period, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall not have no the right to, and shall not, to terminate this Lease or make any expenditure on account of the default so long as the Mortgagee commences to cure the default within said sixty (60) day period and completes the cure thereof with reasonable diligence. Tenant shall accept any Mortgagee’s cure of a Landlord default. This No amendment, cancellation, termination, surrender or modification of this Lease may not shall be modified or amended so as to reduce effective against a Mortgagee, unless (i) the Rent or shorten the TermMortgagee has consented thereto, in writing, or so as (ii) Landlord is entitled to adversely affect in any other respect to any material extent enter into the rights of the Landlord, nor shall this Lease be canceled or surrendered, same without the prior written consent, in each instance, of the ground lessor or obtaining the Mortgagee’s consent. No Mortgagee shall be deemed to have any obligations or liabilities to Tenant simply by virtue of its Mortgage.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest and an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Xxxxxx agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Xxxxxxxx is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 7 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Xxxxxx agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Property, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, the Rent, Term or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees to shall give any Mortgagee or ground lessorMortgagee, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice been notified in writing (by way of service on Tenant of a copy of an assignment Assignment of rents Rents and leases, Leases or otherwise) of the address of such Mortgagee or ground lessor(hereafter the “Notified Party”). Tenant further agrees that if If Landlord shall have failed fails to cure such default within the time cure period provided for in this Lease, then the Mortgagee or ground lessor any Notified Party shall have an additional thirty ninety (3090) days subsequent to the cure period provided in this Lease and after its actual receipt of any notice of default of Landlord to cure such default, during which period Tenant shall not exercise any remedies available to it under this Lease. In the event a Notified Party is only able to cure the default by possession of the Building through foreclosure proceedings pursuant to the Mortgage, such Notified Party shall express its intent to foreclose, possess and cure by written notice to Tenant within ninety (90) days after Mortgagee’s actual receipt of the notice thereof within which to cure of default, and such default or if such default cannot be cured within that time, Notified Party shall then have such additional notice amount of time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies reasonably necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire foreclose and obtain possession of the Real PropertyPremises in order to cure the default and Tenant shall not exercise any remedies to terminate the Lease which may be available to it under the Lease, if necessary any, during such period. Notwithstanding the foregoing, it is expressly agreed that, although a Notified Party shall have the right under this Agreement to effect such cure). Such period of time shall be extended by cure any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed defaults under this Lease, nothing herein shall be construed as aforesaid for Mortgagee requiring or ground lessor obligating any Notified Party to cure any such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageedefaults.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including the commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no 66 right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee. Landlord agrees to diligently use reasonable efforts to obtain such Mortgagee consents as may be required and shall promptly inform Tenant in writing upon obtaining such consents.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail or next business day delivery by FedEx or United Parcel Service to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon its interest and an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within a reasonable time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate sign a commercially reasonable consent to the collateral assignment of this Lease on account to Landlord's lender. Tenant shall not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant hereby waives the right to the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and has not previously refunded the deposit. Upon receipt of written notice from Landlord’s lender to direct payment to such lender, Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Property, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially or adversely affect Tenant’s rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder or otherwise increase Tenant’s obligations hereunder. Landlord’s lender(s) and Mortgagees shall be express, intended third-party beneficiaries of this Section 33.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this tease has teen assigned by any period within which such Mortgagee or ground lessor landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord, and Landlord hereby releases Tenant from any claims for having done so. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord's lender shall request reasonable modifications) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant's rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, concurrently, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then if the Mortgagee or ground lessor agrees to cure such default, then the Mortgagee or ground lessor shall have such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default default, but in no event shall said thirty (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure)30) day period be extended by more than forty-five (45) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantLandlord, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right night to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property and/or appoint a receiver for the Real Property, if necessary to effect or cause the receiver to offset such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. If such cure by any Mortgagee or ground lessor takes more than thirty (30) days or it is reasonably estimated by such Mortgagee or ground lessor that such cure shall take more than thirty (30) days, then such Mortgagee or ground lessor shall promptly advise Tenant in writing that such Mortgagee or ground lessor is using good faith efforts to effect such cure as quickly as reasonable possible. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees Tenaxx xxxees to give any Mortgagee or mortgagees and/or trust deed holders and any ground lessorlessors, by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantTenaxx, provided xxovided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or mortgagees and/or trust deed holders and any ground lessorlessors. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or mortgagees and/or trust deed holders and any ground lessor lessors shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Propertyproceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or mortgagee and/or trust deed holder and ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or mortgagee and/or trust deed holder and ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled cancelled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageemortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessorholder of any Encumbrance covering any part of the Property (“Mortgagee”), by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantLandlord, provided that prior to such notice Tenant has received notice been notified in writing (by way of service on Tenant notice of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessorMortgagee. Tenant further agrees that if If Landlord shall have failed to cure such default within thirty (30) days from the time provided for in this Leaseeffective date of such notice of default, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may reasonably be necessarynecessary to cure such default, ifand this Lease shall not be terminated so long as such remedies are being diligently pursued; provided, however, that nothing contained in this Section 20.2 shall be construed to (i) limit Tenant’s offset or abatement rights under Sections 7.2 or 15.4(b) as against the Landlord at the time that the act or omission resulting in such offset right (“Act”) arises; provided, however, that upon any Mortgagee foreclosure or acceptance of a deed in lieu of foreclosure (collectively “Foreclosure”, and the Mortgagee or other party acquiring the Premises thereby being the “Successor”), Tenant may not offset or xxxxx any amounts due to Tenant arising from any pre-Foreclosure Act against any rent or other amounts due Successor after Foreclosure, or (ii) impose any obligation on a Mortgagee to cure such default. Landlord represents and warrants to Tenant that, as of the Lease Date, the only Mortgage encumbering the Property is deed of trust in favor of Wrightwood Capital Lender LLC (“Wrightwood”). Notwithstanding the foregoing or anything to the contrary contained here, within such thirty (30) daysdays after the Lease Date Landlord shall obtain a nondisturbance agreement from Wrightwood in a commercially reasonable form. If Landlord has not obtained such nondisturbance agreement as provided in the preceding sentence, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, then Tenant shall have no right to, and shall not, may terminate this Lease on account of default. This Lease may not be modified or amended so as by written notice to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor in which case Landlord shall refund to Tenant all funds and deposits delivered by Tenant hereunder and Landlord and Tenant shall thereupon have no further liability to the other under this Lease be canceled or surrenderedLease, without excepting obligations which expressly survive the prior written consent, in each instance, of the ground lessor or the Mortgageetermination hereof.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will -------------------- give any Mortgagee or ground lessor, written notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of their interest together with an address for receiving notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default served upon the Landlord by Tenant(which, provided that prior in no event shall be less than ninety (90) days), including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, an express third party beneficiary hereof Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without any obligation to determine whether an event of the ground lessor or the Mortgagee.default exists under such lender's loan to Landlord

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including the commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default default, but in no event greater than an additional ninety (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure)90) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy, but in not event will such extension exceed an additional ninety (90) days. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender and Landlord shall release Tenant as to such payments so made and received by such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises on any other portion of the ground lessor Project, Landlord's lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant's rights or obligations hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant Tenant, shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s 's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not in any manner increase Tenant’s monetary obligations hereunder or materially and adversely affect Tenant’s rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender and any such payment(s) shall satisfy Tenant’s payment obligation hereunder but solely with respect to the payment(s) so made. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the ground lessor Premises, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder or increase Tenant’s payment or other obligations.

Mortgagee Protection. ​ Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Except as expressly provided in Rider 2, this Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.. ​ ​ ​

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, a copy of mail to any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant beneficiary of a copy deed of trust or mortgagee of a mortgage covering the Premises who has provided Tenant with Notice of their interest together with an assignment of rents address for receiving Notice, and leasesshall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, or otherwise) including time to obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender. Tenant waives the collection of any deposit from each such lender or purchaser at a foreclosure sale unless said lender or purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instancewriting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without any obligation to determine whether an event of default exists under such lender’s loan to Landlord, and Tenant shall not be obligated to pay to Landlord any sums paid by Tenant to a lender pursuant to this Section. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights hereunder, including Tenant’s use, occupancy or quiet enjoyment of the MortgageePremises, or increase Tenant’s obligations hereunder.

Mortgagee Protection. In the event of any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, notice by registered mail to any Lender or certified mail, a copy of lessor under any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or underlying ground lessor. Tenant further agrees that if Landlord lease who shall have failed requested, in writing, to cure Tenant that it be provided with such default within the time provided for in this Leasenotice, then the Mortgagee and Tenant shall offer such Lender or ground lessor shall have an additional a reasonable opportunity of not less than thirty (30) days after receipt of notice thereof within which to cure such default or the default, provided that, if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such longer than thirty (30) daysdays is reasonably required in order to perform such obligations, any Mortgagee Lender or ground lessor has commenced and is diligently pursuing the remedies necessary shall have such longer period if Lender or lessor commences to cure the default during that period and diligently prosecutes such default (including commencement cure to completion. Estoppel Certificate. Tenant will, following any request by Landlord, promptly execute and deliver to Landlord's Lender or any prospective purchaser of foreclosure proceedings Landlord's interest in the Leased Premises or other proceedings any portion thereof, and Landlord will, following any request by Tenant, promptly execute and delivery to acquire possession Tenant's lender, any prospective purchaser or merger party with respect to a Tenant business located in the Leased Premises, any prospective assignee of the Real PropertyLease or any portion thereof or interest therein, or any prospective subtenant of the Lease, an estoppel certificate substantially in form attached as Exhibit D, (i) certifying that this Lease is unmodified and in full force and effect, or, if necessary modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to effect which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to such cure)party's knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are known and claimed, and (iv) certifying such other information about this Lease as may be reasonably requested by the requesting party or the intended recipient. Such period A party's failure to execute and deliver such estoppel certificate within ten days after receipt of time a written request therefor shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession a material default under this Lease, and the requesting party shall have all of the Real Property by reason rights and remedies available in the case of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect material default by the defaulting party, including the right to xxx for damages proximately caused thereby, it being agreed and understood by Tenant that Tenant's failure to so deliver such estoppel certificate in a timely manner could result in a requesting party being unable to perform committed obligations to other third parties which were made by the requesting in reliance upon this covenant. Landlord and Tenant intend that any material extent statement delivered pursuant to this paragraph may be relied upon only by the rights of intended recipient and not by the Landlord, nor shall parties to this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the MortgageeLease.

Mortgagee Protection. Upon any default on the part of Landlord, Tenant agrees to will give any Mortgagee or ground lessor, written Notice by registered or certified mail, mail to any beneficiary of a copy deed of any trust or mortgagee of a mortgage covering the Premises who has provided Tenant with notice of default served upon their interest together with an address for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the Landlord by Tenantdefault, provided that prior including time to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) obtain possession of the address Premises by power of sale or a judicial foreclosure, if such Mortgagee or ground lessorshould prove necessary to effect a cure. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if If such default cannot be cured within that timesuch time period, then such additional notice time as may be necessary, if, within necessary will be given to such thirty (30) days, any Mortgagee beneficiary or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary mortgagee to effect such cure)cure so long as such beneficiary or mortgagee has commenced the cure within the original time period and thereafter diligently pursues such cure to completion, in which event this Lease shall not be terminated while such cure is being diligently pursued. Such period of time shall be extended Tenant agrees that each lender to whom this Lease has been assigned by any period within which such Mortgagee or ground lessor Landlord is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcyan express third party beneficiary hereof. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account not make any prepayment of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect more than one (1) month in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, advance without the prior written consentconsent of each such lender, except if Tenant is required to make quarterly payments of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)’ deed of trust unless the lender(s) or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior encumbrance upon receiving a direction, in each instanceuniting, to pay said amounts to such lender. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such lender’s loan to Landlord. If, in connection with obtaining financing for the Premises or any other portion of the ground lessor Project, Landlord’s lender shall request reasonable modification(s) to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially and adversely affect Tenant’s rights or obligations hereunder or the Mortgageeuse, occupancy or quiet enjoyment of Tenant hereunder.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy's bankruptcy or otherwise. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent rent or shorten the Termterm, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

Mortgagee Protection. Tenant agrees to give any Mortgagee or ground lessormortgagee(s) and/or trust deed holder(s), by registered or certified mail, a copy of any notice of default served upon the Landlord by TenantLandlord, provided that prior to such notice Tenant has received notice been notified in writing (by way of service on Tenant notice of a copy of an assignment of rents and leases, or otherwise) of the address addresses of such Mortgagee or ground lessormortgagee(s) and/or trust deed holder(s). Tenant further agrees that if Landlord the mortgagee(s) and/or trust deed holder(s) shall have failed be entitled to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional a period of not less than thirty (30) days after receipt of such notice thereof within which to cure such default on Landlord's behalf, or if such default cannot be cured within that time, then such additional notice time (not to exceed ninety (90) days) as may be necessary, if, necessary if within such thirty (30) days, days any Mortgagee or ground lessor mortgagee and/or trust deed holder(s) has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Propertyproceedings, if necessary to effect such cure), in which event Tenant shall not have the right to pursue any claim against Landlord, such mortgagee and/or such trust deed holder(s), including but not limited to any claim of actual or constructive eviction, so long as such remedies are continuing to be so diligently pursued. Such period The foregoing notwithstanding, in case of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor Emergency, Tenant's right to cure such defaults has expired without curedefault on Landlord's behalf pursuant to Section 34.3 shall apply as necessary to address the Emergency, provided Tenant shall have no right towill provide written notice to the mortgagee of the default at issue simultaneously with its notice to Landlord, and shall not, terminate this Lease on account afford said mortgagee the same opportunity afforded to Landlord if any) as a result of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgageesuch Emergency.