Common use of Mortgagee’s Rights Clause in Contracts

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Loan Agreement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 and 4.2.11 of the Loan Agreement; (e) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loans; or (f) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee Landlord represents that, as of the date hereof, there is no mortgage encumbering the Premises. This Lease is and shall be subject and subordinate to grant any consent under Section 6.2 mortgage (and to any amendments, extensions, increases, refinancing or restructuring thereof) of the Property, the Building or the Premises, that is filed or recorded 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 is hereinafter called the “Mortgagee”). The foregoing subordination shall be self-operative and automatically effective as to any mortgage filed subsequent to the extent execution and delivery hereof; provided, that (i) Landlord shall use commercially reasonable efforts (which shall not include the obligation to pay any fee or charge or to agree to any less favorable terms or conditions in the secured indebtedness) to obtain for the benefit of Tenant an agreement from any future Mortgagee on its standard form then in use that, for so long as there exists no default beyond applicable grace periods under this Lease by Tenant, and subject to such consent may be required pursuant Mortgagee’s customary exceptions and qualifications, the Mortgagee will not, in foreclosing against or taking possession of 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 subordination shall not otherwise unreasonably restrict or limit the rights or materially increase the obligations of Tenant under this Lease. Tenant hereby agrees to said Section 6.2) which execute, acknowledge and deliver in recordable form such instruments confirming and evidencing the foregoing subordination as Landlord or any such Mortgagee may grant or withhold 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 sole discretionobligations shall be valid, and 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 Tenant first gives such notice to such Mortgagee reserves and provides such Mortgagee with reasonable time after such notice to cure such default. Tenant shall and does hereby agree, upon default by Landlord under any mortgage, to attorn to and recognize the right Mortgagee or anyone else claiming under such mortgage, including a purchaser at a foreclosure sale, upon receipt of written request from a successor to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Loan Agreement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 and 4.2.11 of the Loan Agreement; (e) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loans; or (f) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of MortgageeLandlord under this Lease, includingto execute, without limitationacknowledge and deliver in recordable form such evidence of this attornment, the creditworthiness, reputation and qualifications to make payments of the transferee with respect Basic Rent and Additional Rent hereunder directly to the Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk 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 to, and without any further consent from, Tenant, subordinate its mortgage to this Lease, and thereupon the interest of default hereunder in order Tenant under this Lease shall automatically be deemed to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant be prior to the Loan Agreementlien of such mortgage without regard to the relative dates of execution, regardless of whether voluntary delivery or not, recording thereof or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and controlotherwise.

Mortgagee’s Rights. Without obligating Mortgagee The Tenant hereby agrees that this Lease is and shall be subject and subordinate to grant any consent under Section 6.2 mortgage (and to any amendments, extensions, increases, refinancings or restructurings thereof) 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 but 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 consent may be required pursuant to said Section 6.2) which instruments confirming and evidencing the foregoing subordination as the Landlord or any such Mortgagee may grant or withhold from time to time reasonably require. Failure by the Tenant to comply with the provisions contained in the preceding sentence shall be deemed an event of Terminable Default under this Lease. No notice from the Tenant of any default by the Landlord in its sole discretionobligations 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 it 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. 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 condition use whatever reasonable format of a non-disturbance agreement it might elect to employ and therefore the consent required hereunder upon (a) 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 modification of provision that the Tenant's possession shall not be disturbed and the Mortgagee shall abide by the terms hereof and conditions of this Lease if the Loan Agreement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred Tenant is then in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations terms of this instrument [to wit: not in default beyond applicable notice and covenants set forth in Sections 3.1.23 cure periods] and 4.2.11 continues to abide by the terms and conditions of the Loan Agreement; (e) same. The costs of recording any such non-disturbance agreement shall be borne by the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loans; or (f) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and controlTenant.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Senior Loan Agreement, the Senior Loan Note or the other Senior Loan Documents; (b) an assumption of the Senior Loan Agreement, the Senior Loan Note, this Security Instrument and the other Senior Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization, the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Senior Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Senior Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Senior Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Senior Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Project Loan Agreement, the Project Loan Note or the other Project Loan Documents; (b) an assumption of the Project Loan Agreement, the Project Loan Note, this Security Instrument and the other Project Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization, the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Project Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Project Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Project Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Project Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Building Loan Agreement, the Building Loan Note or the other Building Loan Documents; (b) an assumption of the Building Loan Agreement, the Building Loan Note, this Security Instrument and the other Building Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable actual out of pocket expenses incurred in connection with such transfer; (d) following a Securitization the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (e) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (f) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 3.1.24 and 4.2.11 of the Building Loan Agreement; (eg) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies; (h) the proposed transferee’s ability to satisfy Mortgagee’s then-current underwriting standards applicable to similar loansstandards; or (fi) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Building Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consentconsent unless otherwise permitted under the Building Loan Agreement. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Building Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee to grant any consent under Section 6.2 hereof (to the extent such consent may be required pursuant to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof and of the Building Loan Agreement, the Building Loan Note or the other Building Loan Documents; (b) an assumption of the Building Loan Agreement, the Building Loan Note, this Security Instrument and the other Building Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable 's expenses incurred in connection with such transfer; (d) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Mortgagee; (e) if the ownership interests proposed to be transferred relate to any entity to which Section 3.1.24 of the Building Loan Agreement is applicable, the proposed transferee’s 's continued compliance with the representations and covenants set forth in Sections 3.1.23 Section 3.1.24 of the Building Loan Agreement and, with respect to any proposed transfer, the proposed transferee's continued compliance with the representations and covenants set forth in Section 4.2.11 of the Building Loan Agreement; (ef) the delivery of evidence satisfactory to Mortgagee that the single purpose nature and bankruptcy remoteness of Mortgagor, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the standards of Mortgagee; (g) the proposed transferee’s 's ability to satisfy Mortgagee’s 's then-current underwriting standards applicable to similar loansstandards; or (fh) such other conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Building Loan and the Property. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s 's consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant to the Building Loan Agreement, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and control.

Mortgagee’s Rights. Without obligating Mortgagee 4.1 The Creditor shall have the following rights in relation to the Mortgaged Assets under this Agreement: (1) The Creditor shall have the first priority mortgage over the Mortgaged Assets and may dispose the Mortgaged Assets in accordance with laws and this Agreement; (2) The Creditor shall have the priority in receiving payment out of the funds deposited into the account designated by the Creditor in accordance with Clause 3.4 for the satisfaction of their rights against the Mortgagor; (3) The Mortgagor hereby irrevocably authorizes the Creditor to exercise its rights or perform its obligations under any land use right grant contract, land use right transfer contract, the Real Property Certificate or any consent under Section 6.2 hereof (of the Construction contract on behalf of the Mortgagor or, where permitted by law, in the name of the Creditor, if the Mortgagor neglects to exercise such rights or perform such obligations to the extent such consent may be required pursuant that, according to said Section 6.2) which Mortgagee may grant or withhold in its sole discretion, Mortgagee reserves the right to condition the consent required hereunder upon (a) a modification of the terms hereof Creditor’s reasonable and of the Loan Agreementobjective judgement, the Note or the other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this Security Instrument and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 10.22 of the Loan Agreement; (c) payment of all of Mortgagee’s reasonable expenses incurred in connection with such transfer; (d) the proposed transferee’s continued compliance with the representations and covenants set forth in Sections 3.1.23 and 4.2.11 of the Loan Agreement; (e) the proposed transfereeMortgagor’s ability to satisfy Mortgageeperform its obligations under the Finance Documents will be affected; (4) The Creditor may, on condition that Mortgager’s then-current underwriting standards applicable business should not be affected, by prior notice to similar loans; or (f) such other the Mortgagor, inspect the conditions as Mortgagee shall determine in its reasonable discretion to be in the interest of Mortgagee, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect Mortgaged Assets; and (5) The Creditor may hold the original Shanghai Real Property Registration Certificate issued by the relevant real property registration bureau in relation to the Loan and the Property. Mortgagee mortgage hereunder. 4.2 The Creditor shall not in any case be required held liable for any of the obligations (including but not limited to demonstrate any actual impairment those under the Property Documents) of its security or any increased risk of default hereunder the Mortgagor in order to declare the Debt immediately due and payable upon a Transfer without Mortgagee’s consent. This provision shall apply to every Transfer, other than any Transfer permitted pursuant relation to the Loan Agreement, regardless of whether voluntary Mortgaged Assets. 4.3 The mortgage hereunder is in addition to and shall not in any way be prejudiced by any other security which the Creditor obtained or not, or whether or not Mortgagee has consented to will obtain. The Creditor may execute the mortgage hereunder before claiming any previous Transfer. Nothing in this Section 6.4 shall affect any transfer provisions set forth in the Loan Agreement, which provisions of the Loan Agreement shall govern and controlother security.