Common use of New Lease for Leasehold Mortgagee Clause in Contracts

New Lease for Leasehold Mortgagee. If this Lease shall terminate prior to the expiration of the Term at any time a Leasehold Mortgagee is entitled to cure defaults hereunder, or as a result of rejection of this Lease by a bankruptcy trustee, then, for a period of sixty (60) days measured from the date of notice to such Leasehold Mortgagee of the termination of this Lease, such Leasehold Mortgagee shall have the right to elect to receive from Landlord a new lease of the Premises, but the term of the new lease shall not extend beyond the Term. The Leasehold Mortgagee’s right to elect to receive said new lease shall be upon the following terms and conditions: (a) The new lease shall have, as the fixed date for the date of expiration thereof, the same date as the fixed date for the expiration of the Term and shall otherwise be on the terms and conditions set forth in this Lease. Such new lease shall be subject to all existing rights of Building Tenants, and all of the terms, covenants, conditions, restrictions and provisions of this Lease. (b) At the time of the execution of the new lease, Landlord shall be paid all sums, if any, owing to Landlord under this Lease at the time of termination of this Lease, as well as all sums, if any, which would have become payable by Tenant to Landlord to the date of execution of the new lease, had this Lease not terminated, and which remain unpaid at the time of the execution of the new lease; provided, however, that such Leasehold Mortgagee shall have a credit for all such sums paid to Landlord on account of the Premises after such termination and before the effectiveness of the new lease. (c) The Leasehold Mortgagee shall have cured all defaults arising under this Lease and reasonably susceptible of cure by the Leasehold Mortgagee. (d) The new lease may, at the option of Leasehold Mortgagee, be executed by a nominee of such Leasehold Mortgagee without the Leasehold Mortgagee assuming the burdens and obligations of Tenant thereunder beyond the period of the Leasehold Mortgagee’s occupancy, subject to the prior written consent of Landlord, which consent shall be based on Landlord’s exclusive determination that (a) Landlord’s programmatic and financial interests in granting the new lease and permitting execution by the nominee are not impaired (including without limitation as the same relates to the mission of the University) and (b) that such nominee is able to perform the obligations under the new lease as fully as the Leasehold Mortgagee would have been able to perform had the lease been entered into with the Leasehold Mortgagee. (e) The Leasehold Mortgagee shall have the right to assign or transfer the new lease to any person or entity with the prior written consent of Landlord, which consent shall be based on Landlord’s exclusive determination that Landlord’s programmatic and financial interests in granting the new lease are not impaired (including without limitation as the same relates to the mission of the University as set forth in Section 14.3 above). The liability of the Leasehold Mortgagee under the new lease shall cease upon an assignment of such new lease (which assignment shall contain an express assumption by any transferee of all Lease obligations). (f) Anything to the contrary expressed or implied elsewhere in this Lease notwithstanding, any mortgage, deed of trust, or other lien, charge or encumbrance created by any Leasehold Mortgagee and approved by Landlord shall be subordinate to the new lease. (g) If a new lease is issued pursuant to this Section 14.7, Landlord shall enter into a subordination, non-disturbance and attornment agreement with the new lessee in form and substance on the same material terms as the Ground Lease Non-Disturbance Agreement.

New Lease for Leasehold Mortgagee. If this Lease shall terminate is terminated for any reason (except with the prior written consent of each Leasehold Mortgagee), the Landlord shall, subject to the expiration satisfaction of the Term conditions provided below, on written request of each Leasehold Mortgagee made at any time a Leasehold Mortgagee is entitled to cure defaults hereunder, or as a result of rejection of this Lease by a bankruptcy trustee, then, for a period of within sixty (60) days measured from after the date Landlord has given notice of notice such termination to such each Leasehold Mortgagee of (specifying in reasonable detail the termination of this Leasereason for such termination), such Leasehold Mortgagee shall have the right to elect to receive from Landlord enter into a new lease of the Premises, but Leased Premises with the term Leasehold Mortgagee (or nominee) as soon as reasonably practicable and in any event not later than the earlier of (i) within ninety (90) days after receipt of such request or (ii) the date this Lease is terminated. Any such new lease for the Leasehold Mortgagee (or nominee) shall be effective as of the new lease shall not extend beyond the Term. The Leasehold Mortgagee’s right to elect to receive said new lease shall be upon the following terms and conditions: (a) The new lease shall have, as the fixed date for the date of expiration thereof, the same date as the fixed date for the expiration of the Term and shall otherwise be on the terms and conditions set forth in this Lease. Such new lease shall be subject to all existing rights of Building Tenants, and all of the terms, covenants, conditions, restrictions and provisions of this Lease. (b) At the time of the execution of the new lease, Landlord shall be paid all sums, if any, owing to Landlord under this Lease at the time of termination of this Lease, as well as and shall be upon all sums, if any, which the same terms and conditions of this Lease that would have become payable by Tenant to Landlord to been in effect had the date of execution Leasehold Mortgagee (or nominee) taken an assignment of the new lease, had this Lease not terminated, and which remain unpaid at the time of the execution of the new lease; provided, however, that such Leasehold Mortgagee shall have a credit for all such sums paid to Landlord on account of the Premises after such termination and before the effectiveness of the new lease. (c) The Leasehold Mortgagee shall have cured all defaults arising leasehold estate under this Lease from Tenant, but assuming no non-monetary default whatsoever existed thereunder and reasonably susceptible expressly waiving any such non-monetary default that does or may exist thereunder, provided that subsequent or continuing defaults under this Lease giving rise to an Event of cure by the Leasehold Mortgagee. (d) The new lease may, at the option of Leasehold Mortgagee, be executed by a nominee of such Leasehold Mortgagee without the Leasehold Mortgagee assuming the burdens and obligations of Tenant thereunder beyond the period of the Leasehold Mortgagee’s occupancy, subject to the prior written consent of Landlord, which consent shall be based on Landlord’s exclusive determination that (a) Landlord’s programmatic and financial interests in granting the new lease and permitting execution by the nominee are not impaired (including without limitation as the same relates to the mission of the University) and (b) that such nominee is able to perform the obligations under the new lease as fully as the Leasehold Mortgagee would have been able to perform had the lease been entered into with the Leasehold Mortgagee. (e) The Leasehold Mortgagee shall have the right to assign or transfer the new lease to any person or entity with the prior written consent of Landlord, which consent shall be based on Landlord’s exclusive determination that Landlord’s programmatic and financial interests in granting the new lease are not impaired (including without limitation as the same relates to the mission of the University as set forth in Section 14.3 above). The liability of the Leasehold Mortgagee Default under the new lease shall cease upon an assignment not be deemed waived or cured. The term of any such lease shall be the remainder of the then current Term of this Lease. Any new lease granted to a Leasehold Mortgagee (or nominee) pursuant to this Section 8.3.5 shall enjoy the same priority as this Lease over any lien, Encumbrance, or other interest created by the Landlord prior to the execution of such new lease and such Leasehold Mortgagee (which assignment or nominee) as tenant under such new lease shall contain an express assumption by any transferee of all Lease obligations). (f) Anything have the same rights, title and interest in and to the contrary expressed or implied elsewhere tenant improvements as Tenant had under this Lease. The provisions of this Section 8.3.5 shall survive the termination of this Lease. The limitations contained in this Lease notwithstanding, any mortgage, deed Section 8.2.2.1 in respect of trust, or other lien, charge or encumbrance created by any Tenant and its affiliates being holders of a Leasehold Mortgagee and approved by Landlord Mortgage shall be subordinate to not apply in the new lease. (g) If event a new lease is issued pursuant to entered into under this Section 14.7, Landlord shall enter into 8.3.5 with a subordination, non-disturbance Leasehold Mortgagee and attornment agreement with the new lessee such Leasehold Mortgage remains in form and substance on the same material terms as the Ground Lease Non-Disturbance Agreementeffect.

New Lease for Leasehold Mortgagee. If this Lease shall terminate prior to the expiration of the Term at for any time a Leasehold Mortgagee is entitled to cure defaults hereunderreason, or including, without limitation, as a result of rejection of this Lease by a bankruptcy trustee, then, for a period of sixty (60) days measured from the date of notice to such Leasehold Mortgagee of the termination of this Lease, such Leasehold Mortgagee shall have the right to elect to receive from Landlord a new lease of the Premises, but the term of the new lease shall not extend beyond the Term. During such sixty (60) day period, in no event will the fee and leasehold interests in the Premises held by Landlord merge. The Leasehold Mortgagee’s right to elect to receive said new lease shall be upon the following terms and conditions: (a) 14.7.1 The new lease shall have, as the fixed date for the date of expiration thereof, the same date as the fixed date for the expiration of the Term and shall otherwise be on the terms and conditions set forth in this Lease. Such new lease shall be subject to all existing rights of Building Residential Tenants, and all of the terms, covenants, conditions, restrictions and provisions of this Lease. (b) 14.7.2 At the time of the execution of the new lease, Landlord shall be paid all sums, if any, owing to Landlord under this Lease at the time of termination of this Lease, as well as all sums, if any, which would have become payable by Tenant to Landlord to the date of execution of the new lease, had this Lease not terminated, and which remain unpaid at the time of the execution of the new lease; provided, however, that such Leasehold Mortgagee shall have a credit for (i) all such sums paid to Landlord on account of the Premises after such termination and before the effectiveness of the new lease, and (ii) rents collected by Landlord under the Building Tenant Leases. (c) 14.7.3 The Leasehold Mortgagee shall have cured all defaults arising under this Lease and reasonably susceptible of cure by the Leasehold Mortgagee. (d) 14.7.4 The new lease may, at the option of Leasehold Mortgagee, be executed by a nominee of such Leasehold Mortgagee without Mortgagee. 14.7.5 During the sixty (60) day period during which Leasehold Mortgagee assuming the burdens and obligations of Tenant thereunder beyond the period of the is entitled to require Landlord to enter into a new lease with Leasehold Mortgagee’s occupancy, subject to the prior written consent of Landlordor its nominee, which consent shall be based on Landlord’s exclusive determination that Landlord will not (a) Landlord’s programmatic amend, modify or terminate any Building Tenant Leases, unless commercially reasonable to do so in the ordinary course of operating the Premises and financial interests in granting the new lease and permitting execution by the nominee are not impaired (including without limitation as the same relates to the mission of the University) and Improvements, (b) make any alterations to the Improvements, unless commercially reasonable to do so in the ordinary course of operating the Premises and the Improvements, or (c) dispose of or encumber any real or personal property that such nominee is able required to perform the obligations under the new lease as fully as the be transferred to Leasehold Mortgagee would have been able to perform had the lease been entered into or its nominee in connection with the Leasehold Mortgagee. (e) The Leasehold Mortgagee shall have the right to assign or transfer the new lease to any person or entity with the prior written consent execution of Landlord, which consent shall be based on Landlord’s exclusive determination that Landlord’s programmatic and financial interests in granting the new lease are not impaired (including without limitation as the same relates to the mission of the University as set forth in Section 14.3 above). The liability of the Leasehold Mortgagee under the new lease shall cease upon an assignment of such new lease (which assignment shall contain an express assumption by any transferee of all Lease obligations). (f) Anything to the contrary expressed or implied elsewhere in this Lease notwithstanding, any mortgage, deed of trust, or other lien, charge or encumbrance created by any Leasehold Mortgagee and approved by Landlord shall be subordinate to the a new lease. (g) If 14.7.6 Concurrently with the execution by Landlord and Leasehold Mortgagee or its nominee of a new lease is issued pursuant to this Section 14.7lease, Landlord shall enter into a subordination, non-disturbance and attornment agreement transfer to Leasehold Mortgagee or its nominee any interest that Landlord has in (a) any personal property used in connection with the new lessee in form and substance on the same material terms as the Ground Lease Non-Disturbance Agreement.Premises and