Common use of Mortgagee’s Rights Clause in Contracts

Mortgagee’s Rights. (a) If Landlord shall notify Tenant that the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancings or restructurings thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered by Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee") provided Tenant shall receive from such Mortgagee a written agreement substantially in the form attached hereto as Exhibit G ("Non-Disturbance Agreement"). Provided that the Tenant has been provided with notice of such mortgage and in such appropriate addresses to which notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contraryshould be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise under law by reason of rent any such default (it being understood that no such remedy exists, or is implied by Mortgagee reason of this provision, under this Lease), unless the Tenant first gives such notice to all Mortgagees and provides such Mortgagees with sixty (60) days after such notice to cure such default, or if such default is not reasonably susceptible of cure by such Mortgagees (as in the case of the need to obtain possession of or right of entry into or upon the Premises) in sixty (60) days, within such longer period of time as is reasonably necessary to cure such default, provided efforts to effectuate such cure are commenced within sixty (60) days after such notice and thereafter prosecuted to completion with reasonable diligence. Provided the Tenant has received a fully-executed Non-Disturbance Agreement and such Non-Disturbance Agreement has been properly recorded, the Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of each and every default by the Landlord under this Lease, and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without any further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultfiling thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancings or restructurings thereof) If of the Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective as to any Mortgage filed subsequent to the execution and delivery hereof by only if either the Mortgagee agrees in a recordable writing or such mortgage provides that, for so long as there exists no Terminable Default under this Lease on the part of the Tenant, the Mortgagee, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, will not join the Tenant in any foreclosure proceedings (except to the extent required by law) and will not terminate this Lease (except as provided herein) or disturb the Tenant's possession of the Premises hereunder in customary form or words of similar import and will make insurance proceeds available as and to the extent provided in Paragraph 8. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require, such instrument(s) to require the approval of the Tenant which approval the Tenant shall not unreasonably withhold. No notice from the Tenant of any default by the Landlord in its obligations shall be valid, and the Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of any such default, unless the Tenant first gives such notice to all Mortgagees of whom Tenant has been given notice and provides such Mortgagees with the same period(s) for cure as are available to the Landlord after such notice within which to cure such default. The Tenant shall and does hereby agree, upon default by the Landlord under any mortgage, to attorn to and recognize the Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. In such event, the Tenant shall not be liable to the Landlord for any payment made to such Mortgagee. By any such request, such Mortgagee or successor shall be deemed and construed without further agreement to have assumed and agreed to carry out and perform all covenants and obligations of the Landlord under this Lease thereafter arising, subject, however, to the provisions of Paragraph 27 and provided the Landlord shall remain liable under the Lease with the Mortgagee (if applicable) and/or its successor concerning those duties required by Paragraph 27. Any Mortgagee may, at any time, by giving written notice to and without any further consent from the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant under this Lease shall automatically be deemed to be prior to the lien of such mortgage without regard to the relative dates of execution, delivery or recording thereof or otherwise. In connection herewith, the Tenant acknowledges that any Mortgagee reserves the right to use whatever reasonable format of a nondisturbance agreement it might elect to employ and therefore the Landlord does not warrant or otherwise represent what the precise provisions of that instrument might be or what the same might provide. Notwithstanding the foregoing, any Subordination and Nondisturbance Agreement prepared by the Mortgagee and presented to the Tenant for execution shall include a provision that the Tenant's possession shall not be disturbed and the Mortgagee shall abide by the terms and conditions of this Lease if the Tenant is then in compliance with the terms of this instrument [to wit: not in default beyond applicable notice and cure periods] and continues to abide by the terms and conditions of the same. The costs of recording any such nondisturbance agreement shall be borne by the Tenant. Landlord warrants and represents that (i) there is no Mortgage affecting the Property as of this date and (ii) there is no ground lease affecting the Property. Landlord agrees to notify Tenant that the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and in such notice set forth writing of the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by future Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancing or restructuring thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and delivery hereof but only if either the Mortgagee agrees in writing or such mortgage provides that, for so long as there exists no default under this Lease by a the Tenant not cured within applicable periods of notice and grace, the Mortgage will be bound by the terms of this Lease and will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant's possession of the Premises hereunder or words of similar import. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and in such appropriate addresses to which notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contraryshould be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of rent by Mortgagee any such default, unless the Tenant first gives such notice to all Mortgagees and provides such Mortgagees with reasonable time after such notice to cure such default. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultrecording thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancing or restructuring thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and delivery hereof but only if either the Mortgagee agrees in writing or such mortgage provides that, for so long as there exists no default under this Lease by a the Tenant not cured within applicable periods of notice and grace, the Mortgagee will be bound by the terms of this Lease and will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant's possession of the Premises hereunder or words of similar import. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and in such appropriate addresses to which notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contraryshould be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of rent any such default, unless the Tenant first gives such notice to all Mortgagees (which have provided Tenant with notice of its mortgage) and provides such Mortgagees with reasonable time after such notice to cure such default, provided that, such Mortgagees shall be bound by Mortgagee any applicable cure periods specified in this Lease. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale so long as such mortgagee or other party agrees to be bound by the Landlord's obligations under this Lease, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, be giving written notice to, and without further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultrecording thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. (a) If Landlord shall notify Subordination; Estoppel Certificate Tenant that accepts this Lease subject and subordinate to any ground lease, mortgage, deed of trust or other lien presently existing or hereafter arising upon the Demised Premises, or upon the Building or the Real Estate are encumbered by a mortgage Property and to any renewals, modifications, refinancings and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in such notice set forth the name and address its discretion. The provisions of the Mortgagee thereofforegoing sentence shall be self operative and no further instrument of subordination shall be required. However, thenLandlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, notwithstanding anything deed of trust or other lien now existing or hereafter placed upon the Premises, or the Building or the Property and Tenant agrees within ten (10) days after written demand to execute such further instruments subordinating this Lease or attorning to the contraryholder of any such liens as Landlord may request. If Tenant fails to execute any subordination or other agreement required by this Section promptly as requested, no notice intended for Tenant hereby irrevocably constitutes Landlord as its attorney in fact to execute such instrument in Tenant’s name, place and stead, it being agreed that such power is coupled with an interest in Landlord and is accordingly irrevocable. Tenant agrees that it shall from time-to-time furnish within ten (10) days after so requested by Landlord, a certificate signed by Tenant certifying as to such matters as may be reasonably requested by Landlord, and Tenant’s failure to furnish such certificate within the aforesaid 10-day period shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice constitute Tenant’s certification of the matters set forth in the certificate as furnished to Tenant. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If Building or the Property or any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf part thereof or interest of Landlord and shall be accepted by Tenant as if performed by Landlordtherein. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancings or restructurings thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered by Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called a “Mortgagee”). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and in such notice set forth the name and address of delivery hereof only if either the Mortgagee thereofagrees in writing or such mortgage provides that, then, notwithstanding anything to for so long as there exists no material default under this Lease by the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named will not, in Section 10.05(d) is a foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant’s possession of the Premises hereunder, or words of similar import. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and appropriate addresses to which copies notice should be sent, no notice from the Tenant of notices any default by the Landlord in its obligations shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise under law by reason of rent any such default (it being understood that no such remedy exists, or is implied by reason of this provision, under this Lease), unless the Tenant first gives such notice to any Mortgagees and provides such Mortgagees with sixty (60) days (or such shorter period of time as any Mortgagee may require under a separate agreement with the Tenant) after such notice to cure such default, or if such default is not reasonably susceptible of cure by Mortgagees (as in the case of the need to obtain possession of or right of entry into or upon the Premises) in sixty (60) days (or such shorter period of time as aforesaid), with such longer period of time as is reasonably necessary to cure such default, provided efforts to effectuate such cure are commenced within sixty (60) days (or such shorter period of time as aforesaid) and thereafter prosecuted to completion with reasonable diligence. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver such evidence of this attomment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without any further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultfiling thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. (aUpon receipt of a notice or demand in accordance with Section 13.5(a) If Landlord shall notify Tenant that the Demised Premisesabove, the Building or the Real Estate are encumbered by a mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. have thirty (b30) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time days after receipt of such noticenotice within which, provided at Mortgagee's election, to avail itself of any of the following rights, and during such time period(s) as herein set forth, the District will forebear from terminating this Agreement or terminating the Lessee’s or Mortgagee’s right to possession of the Premises and Improvements: (i) to cure the default if it can be cured by the payment or expenditure of money; or (ii) to perform such other action as may be necessary to cure the default, but (iii) if the default is not a default in the payment or expenditure of money and is curable and cannot reasonably be cured within thirty (30) days, to commence performance within such thirty (30) day period and thereafter diligently prosecute the same to completion, not to exceed ninety (90) days or a reasonable extension thereof if Mortgagee has an obligation is diligently pursuing to remedy the default. In the event it is necessary for Mortgagee to obtain possession of the Premises in order to cure a default, Mortgagee shall be deemed to have complied with the provisions of Section 13.5(b)(iii) above if it institutes foreclosure proceedings, and cures and monetary default, within such thirty (30) day period and completes such foreclosure proceedings or duty otherwise acquires Lessee's interest under this Agreement with diligence and continuity and thereafter commences and diligently proceeds to cure such default. (d) Tenant acknowledges receipt of ; provided, however, that Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the default which would have been the reason for serving a default notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant cured, and provided further, that nothing in this Section 13.5(b) shall preclude District from exercising any rights or remedies under this Agreement with respect to Paragraph 21.04any other default by the Lessee during any period of such forbearance.

Mortgagee’s Rights. (a) If Landlord shall notify Tenant that the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s 's obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. Subject to the following sentence, the Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancing or restructuring thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be as to any mortgage filed prior or subsequent to the execution and delivery hereof but only if the Mortgagee agrees in writing pursuant to a commercially customary subordination, non-disturbance and attornment which provides that, for so long as there exists no default under this Lease by a the Tenant not cured within applicable periods of notice and grace, the Mortgagee will be bound by the terms of this Lease and will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant's possession of the Premises hereunder or words of similar import, and which recognizes the security deposit paid hereunder. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and in such appropriate addresses to which notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contraryshould be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of rent by Mortgagee any such default, unless the Tenant first gives such notice to all Mortgagees and provides such Mortgagees with reasonable time after such notice to cure such default (such reasonable time shall release Tenant’s obligation not add more than 30 days to Landlord's cure period). The Tenant shall and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale and, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective so long as such mortgagee or successor agrees to be bound by the terms of this Lease and to recognize the tenancy created hereunder, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any such payments by Tenant cannot exercise to such party shall absolve Tenant from any remedies claim or further liability by another party related to such payments. Any Mortgagee may, at any time, by giving written notice to, and without further consent from the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultrecording thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. (a) If Landlord Tenant hereby agrees that this Lease is and shall notify Tenant that be subject and subordinate to all mortgages (and to any amendments, extensions, increases, refinancings or restructurings thereof) of the Demised PremisesProperty, the Building or the Real Estate are encumbered by a Premises, whether or not any such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the “Mortgagee”). Notwithstanding the foregoing, the foregoing subordination shall not be effective as to any mortgage filed subsequent to the execution and in such notice set forth the name and address of delivery hereof unless the Mortgagee thereofagrees in writing or such mortgage provides that, then, notwithstanding anything to the contrary, for so long as there exists no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee default under this Lease by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named will not, in Section 10.05(d) is a foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb Tenant’s possession of the Premises hereunder. Tenant hereby agrees to execute, acknowledge and deliver in recordable form without charge and within 10 Business Days of request such commercially reasonable instruments confirming and evidencing the foregoing subordination and non-disturbance as Landlord or any such Mortgagee may from time to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlordtime reasonably require. (b) Upon receipt from Mortgagee regarding Provided that Tenant has been provided with notice of such mortgage and appropriate addresses to which notice should be sent, Tenant shall not attempt to terminate this Lease, withhold Rent or exercise any other remedy which may arise under law by reason of any such default (it being understood that an event of default no such remedy exists, or is implied by reason of this provision, under this Lease), unless Tenant first gives such notice to any Mortgagees and provides such Mortgagees with thirty (30) days after such notice to cure such default, or with such longer period of time as is reasonably necessary to cure such default, which longer period of time shall not exceed 90 days, provided efforts to effectuate such cure are commenced within thirty (30) days and thereafter prosecuted to completion with reasonable diligence. Tenant shall and does hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingagree, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every upon default by Landlord under any mortgage, to attorn to and recognize the Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of Landlord under this Lease. Such successor in interest to Landlord shall be bound by the provisions of the Lease as landlord thereunder; provided, however that notwithstanding the foregoing such successor in interest shall not be bound by (i) any payment of Rent for more than one month in advance, except prepayments in the nature of security for the performance by Tenant cannot exercise any remedies of its obligations under the Lease unless Mortgagee fails (and then only to cure the extent such security has been received by the successor in interest), (ii) any amendment, modification, waiver of term(s) or termination of this Lease made without the consent of the Mortgagee, (iii) any offsets which may be asserted by the Tenant against payments of Rent as a result of any default within a reasonable period by or claims against Landlord hereunder arising prior to the date such successor takes possession of time after receipt the Premises (provided that the foregoing shall not be construed to authorize any such offsets), or (iv) any obligation by Landlord as lessor hereunder to perform any work or grant any concession without the Mortgagee’s express assumption of such noticeobligation to perform work or grant such concession. Tenant shall execute, provided acknowledge and deliver such evidence of this attornment, which attornment shall nevertheless be self-operative and automatically effective, as the Mortgagee has an obligation or duty such successor may request and to cure make payments of Rent hereunder directly to the Mortgagee or any such defaultsuccessor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without any further consent from, Tenant, subordinate its mortgage to this Lease, and thereupon the interest of Tenant under this Lease shall automatically be deemed to be prior to the lien of such mortgage without regard to the relative dates of execution, delivery or filing thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancings or restructurings thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered by Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). Landlord shall endeavor to obtain a subordination, non-disturbance and attornment agreement from the holder of any existing mortgage, in form and substance reasonably satisfactory to Tenant and Mortgagee. The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and in such notice set forth the name and address of delivery hereof only if either the Mortgagee thereofagrees in writing or such mortgage provides that, then, notwithstanding anything to for so long as there exists no default under this Lease by the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named will not, in Section 10.05(d) is foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant's possession of the Premises hereunder, or words of similar import (the "nondisturbance agreement"). The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments in form reasonably satisfactory to Tenant and such Mortgagee confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. In addition, the Tenant shall have no obligations hereunder until the Landlord delivers to the Tenant a Mortgagee nondisturbance agreement duly executed by any existing mortgagee. Provided that the Tenant has been provided with notice of such mortgage and appropriate addresses to which copies notice should be sent, no notice from the Tenant of notices any default by the Landlord in its obligations shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise under law by reason of rent any such default (it being understood that no such remedy exists, or is implied by Mortgagee reason of this provision, under this Lease), unless the Tenant first gives such notice to any Mortgagees and provides such Mortgagees with sixty (60) days after such notice to cure such default, or if such default is not reasonably susceptible of cure by Mortgagees (as in the case of the need to obtain possession of or right of entry into or upon the Premises) in sixty (60) days, with such longer period of time as is reasonably necessary to cure such default, provided efforts to effectuate such cure are commenced within sixty (60) days and thereafter prosecuted to completion with reasonable diligence. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without any further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultfiling thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancing or restructuring thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered Premises, whether or not such mortgage is filed subsequent to the execution, delivery or the recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and delivery hereof but only if either the Mortgagee agrees in writing or such mortgage provides that, for so long as there exists no default under this Lease by a the Tenant not cured within applicable periods of notice and grace, the Mortgagee will be bound by the terms of this Lease and will not, in foreclosing against or taking possession of the Premises or otherwise exercising its rights under such mortgage, disturb the Tenant's possession of the Premises hereunder or words of similar import. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may from time to time reasonably require. Provided that the Tenant has been provided with notice of such mortgage and in such appropriate addresses to which notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contraryshould be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of rent any such default, unless the Tenant first gives such notice to all Mortgagees (which have provided Tenant with notice of its mortgage) and provides such Mortgagees with reasonable time after such notice to cure such default, provided that, such Mortgagees shall be bound by Mortgagee any applicable cure periods specified in this Lease. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale so long as such mortgagee or other party agrees to be bound by the Landlord's obligations under this Lease, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. Any Mortgagee may, at any time, by giving written notice to, and without further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty recording thereof or otherwise. Landlord shall, within 60 days of the date hereof or the date of a new mortgage (as the case may be), obtain from any current or future mortgagee a non-disturbance and attornment agreement in form customary for mortgagee and reasonably satisfactory to cure such defaultTenant. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancings or restructurings thereof) If Landlord shall notify Tenant that of the Demised Premises, whether or not such mortgage is filed subsequent to the Building execution, delivery or the Real Estate are encumbered by recording of this Lease or any notice hereof (the holder from time to time of any such mortgage being in this Lease sometimes called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the execution and delivery hereof but only if either the Mortgagee agrees in a recordable writing or such mortgage and in such notice set forth provides that, for so long as there exists no Terminable Default under this Lease on the name and address part of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee, in Foreclosing against or taking possession of the Premises or otherwise Exercising its rights under such mortgage, will not join the Tenant in any foreclosure proceedings (except to the extent required by law) and will not terminate this Lease (except as provided herein) or disturb the Tenant's possession of the Premises hereunder in customary form or words of similar import and will make insurance proceeds available as and to the extent provided in Paragraph 8. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee named may from time to time reasonably require. No notice from the Tenant of any default by the Landlord in Section 10.05(d) is a Mortgagee to which copies of notices its obligations shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise by reason of rent by Mortgagee any such default, unless the Tenant first gives such notice to all Mortgagees of whom Tenant has been given notice and provides such Mortgagees with the same period(s) for cure as are available to the Landlord after such notice within which to cure such default. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the Interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon request. In such event, the Tenant canshall not exercise be liable to the Landlord for any remedies payment made to such Mortgagee. By any such request, such Mortgagee or successor shall be deemed and construed without further agreement to have assumed and agreed to carry out and perform all covenants and obligations of the Landlord under this Lease thereafter arising, subject, however, to the provisions of Paragraph 27. Any Mortgagee may, at any time, by giving written notice to and without any further consent from the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant under this Lease unless Mortgagee fails shall automatically be deemed to cure such default within a reasonable period of time after receipt be prior to the lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such default. (d) recording thereof or otherwise. In connection herewith, the Tenant acknowledges receipt that any Mortgagee reserves the right to use whatever reasonable format of notice a non-disturbance agreement it might elect to employ and therefore the Landlord does not warrant or otherwise represent what the precise provisions of that instrument might be or what the same might provide. Notwithstanding the foregoing, any Subordination and Nondisturbance Agreement prepared by the Mortgagee and presented to the Tenant for execution shall include a provision that the Building Tenant's possession shall not be disturbed and the Mortgagee shall abide by the terms and conditions of this Lease if the Tenant is encumbered then in compliance with the terms of this instrument [to wit: not in default beyond applicable notice and cure periods) and continues to abide by a mortgage held by Mortgagee to which copies the terms and conditions of the same. The costs of recording any such non-disturbance agreement shall be delivered pursuant to Paragraph 21.04borne by the Tenant.

Mortgagee’s Rights. (a) If Landlord shall notify Tenant that the Demised PremisesSo long as any such ground lease, the Building trust deed or the Real Estate are encumbered by mortgage remains a mortgage and in such notice set forth the name and address lien on any portion of the Mortgagee thereofShopping Center, thenTenant agrees, notwithstanding anything to simultaneously with the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further giving of any notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to Landlord which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunderbe given by this Lease, to give a duplicate copy thereof to the respective ground lessor, mortgagee or trustee. Landlord agrees to notify Tenant of any ground lessor, mortgagee or trustee to whom such performance by Mortgagee, insofar as Tenant is concerned, shall notice must be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default existssent. Further, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and agrees that if Landlord defaults in its performance of any of the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord covenants under this Lease and if such default entitles Tenant to terminate this Lease. Tenant cannot exercise any remedies under , the Lease unless Mortgagee fails to ground lessor, mortgagee or trustee may cure such said default within a reasonable period of time after receipt beyond any time period required of such noticeLandlord, provided Mortgagee has an obligation or duty to cure and, if necessary, be permitted entry upon the Premises for the purpose of curing any such default. The giving of any such notice to Landlord shall not be properly given under the terms of this Lease and shall be of no force and effect until a duplicate copy thereof is also given to the ground lessor, mortgagee or trustee pursuant to this Section 19.02. (db) Tenant acknowledges receipt The parties hereto mutually agree that so long as any ground lease, mortgage or trust deed is a lien upon the Premises, they will not reduce the rents below that provided for in this Lease, provide for payments of notice rent prior to the time herein provided for, nor terminate this Lease prior to the end of the term, except as otherwise provided in this Lease, without first obtaining the written consent of the ground lessor, mortgagee or trustee, and that any such proposed modification or termination without the Building is encumbered by a mortgage held by Mortgagee to which copies written consent of said ground lessor, mortgagee or trustee shall be delivered pursuant to Paragraph 21.04void as against said ground lessor, mortgagee, or trustee.

Mortgagee’s Rights. (1) Upon Mortgagee’s receipt from Landlord of a notice of default by Tenant or demand in accordance with Section 14.01 above, Mortgagee shall have 120 days after receipt of such notice within which, at Mortgagee's election, either: A. To cure the default if it can be cured by the payment or expenditure of money; B. To perform such other action as may be necessary to cure the default; C. If the default cannot reasonably be cured within 120 days, to commence performance within such 120 day period and thereafter diligently prosecute same to completion, in which event, the default will have been deemed to have been cured; or D. To institute foreclosure proceedings and prosecute same diligently to conclusion. (2) No notice of a default by Tenant hereunder given by Landlord shall be effective for purposes of commencing the cure rights set forth in Section 14.02(1) above against a Mortgagee that has provided Landlord the information specified in Section 14.01 of this Lease unless Landlord has given a copy of such notice of default to such Mortgagee as provided in Section 15.01. (3) No Mortgagee shall have any personal liability under this Lease unless and until it becomes Tenant under this Lease. (4) Landlord will, upon request by any Mortgagee, certify in writing that this Lease is in full force and effect, whether this Lease has been amended, that to Landlord’s knowledge Tenant is not in default, and the date through which rent has been paid, and in addition, Landlord agrees to accept any amendments of this Lease which are requested by a Mortgagee prior to the execution of its Mortgage which are reasonably calculated to protect the Mortgagee’s interest in this Lease under its Mortgage and do not, in the reasonable opinion of Landlord, materially diminish the rights of Landlord under this Lease. (5) If this Lease and the fee estate in the Premises are ever commonly held as a result of a default by Tenant, then they shall remain separate and distinct estates and shall not merge until all cure periods for Mortgagee specified in this Lease have expired. (6) This Lease may not be amended, modified, changed, cancelled, waived, or terminated without prior written notice to all Mortgagees. Landlord shall not accept a voluntary surrender of the Lease without consent by all Mortgagees. (7) Notwithstanding anything to the contrary contained in this Lease or otherwise, in the event of termination or rejection in bankruptcy of this Lease for any reason prior to the stated expiration date, Landlord shall promptly notify all Mortgagees of such termination or rejection. If the Mortgagee having the highest priority with respect to the Lease cures all defaults (that are reasonably susceptible to cure) that gave rise to such termination or rejection as provided below, Landlord shall enter into a new lease of the Premises with such Mortgagee or its designee for the remainder of the Term of this Lease, such new lease to be effective as of the date of termination or rejection of this Lease, at the Rental and other payments payable hereunder and upon all of the same terms, conditions, covenants, agreements, provisions and limitations contained herein, subject to the following: (a) If the Mortgagee entitled to the new lease shall make written request to Landlord shall notify Tenant that for a new lease within 60 days after receipt by the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and in such Mortgagee of written notice set forth the name and address from Landlord of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified date of termination or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies rejection of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord.this Lease; and (b) Upon receipt from at the time of the execution and delivery of the new lease, the Mortgagee regarding or its designee shall pay to Landlord all amounts specified in the notice that an event of default existstermination delivered by Landlord of amounts due hereunder (excluding, Tenant is hereby authorized however, any such amounts representing rents for the period after the date of the new lease, which rents shall be paid as provided as and instructed when due pursuant to pay directly to Mortgagee all rent thereafter accruingSection 4.01 above), and shall promptly thereafter cure all other defaults (to the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paidextent reasonably susceptible to cure) giving rise to such termination or rejection. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. (a) If Landlord shall notify Tenant that the Demised PremisesUpon receipt of a notice or demand in accordance with Section 10.1 above, the Building or the Real Estate are encumbered by a mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord have one hundred and shall be accepted by Tenant as if performed by Landlord. twenty (b120) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure such default within a reasonable period of time days after receipt of such noticenotice within which, provided Mortgagee has an obligation at Mortgagee's election, either: A. To cure the default if it can be cured by the payment or duty expenditure of money; B. To perform such other action as may be necessary to cure the default; C. If the default cannot be cured within one hundred and twenty (120) days, to commence performance within such defaultone hundred twenty (120) day period and thereafter diligently prosecute same to completion, in which event, the default will have been deemed to have been cured; or D. To institute foreclosure proceedings and prosecute same diligently to conclusion. (d) Tenant acknowledges receipt E. No notice of notice that the Building is encumbered a default by a mortgage held Lessee hereunder given by Mortgagee to which copies Lessor shall be delivered pursuant effective against a Mortgagee that has provided Lessor the information specified in Section 10.01 of this Lease unless Lessor has given a copy of it to Paragraph 21.04such Mortgagee. F. No Mortgagee shall have any personal liability under this Lease unless and until it becomes Lessee under this Lease through foreclosure or by other deed or assignment in lieu of foreclosure. G. The Lessor will, upon request by any Mortgagee, certify in writing that this Lease is in full force and effect, whether this Lease has been amended, that to Lessor’s knowledge Lessee is not in default, and the date through which rent has been paid. H. If this Lease and the fee estate in the Premises are ever commonly held as a result of a default by Lessee, then they shall remain separate and distinct estates and shall not merge until such time as all cure periods for Mortgagee specified in this Lease have expired. I. This Lease may not be amended, modified, changed, cancelled, waived, or terminated without prior written notice to all Mortgagees. Lessor shall not accept a voluntary surrender of the Lease without consent by all Mortgagees.

Mortgagee’s Rights. Landlord agrees that within ten (a10) If days after the execution of this Lease, Landlord shall notify cause its Mortgagee to execute and deliver a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D hereto or on such Mortgagee’s then-standard form. The Tenant hereby agrees that this Lease is and shall be subject and subordinate to any mortgage (and to any amendments, extensions, increases, refinancings or restructurings thereof) of the Demised PremisesProperty, the Building or the Real Estate are encumbered by Premises, filed subsequent to the execution, delivery or the recording of any notice of this Lease (the holder from time to time of any such mortgage, including the present holder of the existing mortgage, being sometimes called the “Mortgagee”). Notwithstanding the foregoing, such subordination shall only be effective so long as any Mortgagee executes a mortgage subordination, non-disturbance and attornment agreement (or equivalent document) in the form attached as Exhibit D or such notice set forth other form as Tenant and any such Mortgagee may reasonably agree upon. The Tenant hereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination in the form of agreement attached hereto as Exhibit D or such other form as Tenant and any such Mortgagee may reasonably agree upon. If Tenant fails to execute and deliver such instrument within ten (10) days of receipt from Landlord, Tenant hereby grants to Landlord and its designees a power-of-attorney coupled with an interest and with full power of substitution to execute, acknowledge and deliver such instrument in the name and address on behalf of Tenant with the Mortgagee thereof, then, notwithstanding anything same effect as if such action had been taken by Tenant. Provided that the Tenant has been provided with notice of such mortgage and appropriate addresses to the contrarywhich notice should be sent, no notice intended for from the Tenant of any default by the Landlord in its obligations shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruingvalid, and the receipt Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which may arise under law by reason of rent such default (it being understood that no such remedy exists, or is implied by Mortgagee reason of this provision, under this Lease) unless the Tenant first gives such notice to any Mortgagees and provides such Mortgagees with thirty (30) days after such notice to cure such default, or if such default is not reasonably susceptible of cure by Mortgagees (as in the case of the need to obtain possession of or right of entry into or upon the Premises) in thirty (30) days, with such longer period of time as is reasonably necessary to cure such default, provided efforts to effectuate such cure are commenced within thirty (30) days and thereafter prosecuted to completion with reasonable diligence. The Tenant shall release Tenant’s obligation and does hereby agree, upon default by the amount paid. (c) Tenant will give Landlord under any mortgage, to attorn to and recognize the Mortgagee written notice or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, at its request as successor to the interest of each and every default by the Landlord under this Lease, to execute, acknowledge and deliver such evidence of this attornment, which shall nevertheless be self-operative and automatically effective, as the Mortgagee or such successor may reasonably request and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, upon written request, but subject to the provisions of any applicable subordination, non-disturbance and attornment agreement. Any Mortgagee may, at any time, by giving written notice to, and without any further consent from, the Tenant, subordinate its mortgage to this Lease, and thereupon the interest of the Tenant cannot exercise any remedies under this Lease shall automatically be deemed to be prior to the Lease unless Mortgagee fails to cure such default within a reasonable period of time after receipt lien of such noticemortgage without regard to the relative dates of execution, provided Mortgagee has an obligation delivery or duty to cure such defaultfiling thereof or otherwise. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.

Mortgagee’s Rights. This Lease is and shall be subject and subordinate to any mortgage (aand to any amendments, extensions, increases, refinancing or restructuring thereof) If Landlord shall notify Tenant that of the Demised PremisesProperty, the Building or the Real Estate are encumbered by a Premises, whether such mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything is filed prior or subsequent to the contraryexecution, no delivery or the recording of this Lease or any notice intended for hereof (the holder from time to time of any such mortgage is hereinafter called the "Mortgagee"). The foregoing subordination shall be self-operative and automatically effective a to any existing mortgage or mortgage filed subsequent to the execution and delivery hereof; provided, that (i) Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such obtain for the benefit of Tenant an agreement from any future Mortgagee that, for so long as there exists no default beyond applicable grace periods under this Lease by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named will not, in Section 10.05(d) is a Mortgagee to which copies foreclosing against or taking possession of notices shall be delivered. If any Mortgagee shall perform any obligation that Landlord is required to perform the Premises or otherwise exercising its rights under such mortgage, terminate this Lease or disturb Tenant's possession of the Premises hereunder, or words of similar import and (ii) such performance by Mortgagee, insofar as subordination shall not otherwise restrict or limit the rights or increase the obligations of Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord. (b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant canhereby agrees to execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as Landlord or any such Mortgagee may from time to time reasonably require. Provided that Tenant has been provided with written notice of such mortgage and appropriate addresses to which notice should be sent, no notice from Tenant of any default by Landlord in its obligations shall be valid, and Tenant shall not attempt to terminate this Lease, withhold Basic Rent or Additional Rent or exercise any remedies under the Lease other remedy which may arise by reason of any such default, unless Tenant first gives such notice to such Mortgagee fails to cure and provides such default within a Mortgagee with reasonable period of time after receipt of such notice, provided Mortgagee has an obligation or duty suc notice to cure such default. (d) . Tenant acknowledges shall and does hereby agree, upon default by Landlord under any mortgage, to attorn to and recognize the Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, upon receipt of written request from a successor to the interest of Landlord under this Lease, to execute, acknowledge and deliver in recordable form such evidence of this attornment, and to make payments of Basic Rent and Additional Rent hereunder directly to the Mortgagee or any such successor, as the case may be, provided that this Lease shall continue in full force and effect as a direct lease between such Mortgagee or successor and Tenant. Tenant may comply with the instructions given it by such Mortgagee or successor without the need to verify Landlord's default under the subject mortgage. Any Mortgagee may, at any time, by giving written notice that to, and without any further consent from, Tenant, subordinate its mortgage to this Lease, and thereupon the Building is encumbered by a interest of Tenant under this Lease shall automatically be deemed to be prior to the lien of such mortgage held by Mortgagee without regard to which copies shall be delivered pursuant to Paragraph 21.04the relative dates of execution. delivery or recording thereof or otherwise.

Mortgagee’s Rights. (a) If Landlord Any Mortgagee shall notify Tenant that have the Demised Premises, right at any time during the Building or the Real Estate are encumbered by a mortgage and in such notice set forth the name and address Term: (i) To do any act required of the Mortgagee thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named Master Developer or the Sublessee under the applicable Mortgaged Leasehold, and all such acts done or performed shall be effective to prevent a termination of the Mortgaged Leasehold, as if the same had been done or performed by the party obligated to perform it; (ii) To rely on the security afforded by the Mortgaged Leasehold and to acquire and to succeed to the interest of the Mortgagor of the Mortgaged Leasehold by Foreclosure, and thereafter convey or assign title to the Mortgaged Leasehold so acquired to any other person as provided in Section 10.05(d14.5; and (iii) is a Mortgagee To enforce its Mortgage and acquire title to which copies all or any portion of notices shall be delivered. If the Mortgaged Leasehold in any Mortgagee shall perform any obligation that Landlord is required lawful manner and, pending Foreclosure of such Mortgage, to perform hereundertake possession of and enter into one (1) or more Subleases in accordance with Sections 13.7 and 13.5, respectively, and upon Foreclosure of such performance by Mortgagee, insofar Mortgage to enter into one (1) or more Assignments of this Lease as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlordprovided in Section 14.5. (b) Upon receipt from The foregoing notwithstanding, subject to the remaining provisions of this ARTICLE 14, a Mortgagee regarding notice that an event or purchaser or other transferee of default existsthe leasehold estate created by this Lease pursuant to a Foreclosure shall not be liable to perform the Mortgagor’s obligations with respect to the Mortgaged Leasehold until such Mortgagee or purchaser or other transferee of such leasehold interest pursuant to a Foreclosure succeeds to the interest of the Mortgagor with respect to the Mortgaged Leasehold by Foreclosure. After succeeding to the interest of the Mortgagor with respect to the Mortgaged Leasehold, Tenant is hereby authorized and instructed such Mortgagee or purchaser or other transferee of such leasehold interest pursuant to pay directly the Foreclosure shall perform the Mortgagor’s obligations with respect to the Mortgaged Leasehold. Such Mortgagee all rent thereafter accruingor purchaser or other transferee of such leasehold interest pursuant to the Foreclosure shall not, and the receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid. (c) Tenant will give to Mortgagee written notice of each and every default by Landlord under this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails however, be required to cure the Mortgagor’s defaults occurring before such default within a reasonable period of time after receipt Mortgagee or purchaser or other transferee of such notice, provided Mortgagee has an obligation or duty to cure such default. (d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held by Mortgagee to which copies shall be delivered leasehold interest pursuant to Paragraph 21.04.the Foreclosure succeeds to the interest of the