Common use of Rights of Mortgagee Clause in Contracts

Rights of Mortgagee. If Ingevity or any Mortgagee notifies the Mill Owner in writing of the existence of a Mortgage, then and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill Owner, upon giving Ingevity any notice of any material breach of its obligations under this Lease pursuant to Section 4.2(a)(vii), (viii) or (ix) or any other notice under the provisions of or with respect to this Lease, also shall give a copy of such notice to such Mortgagee. (b) If Ingevity is in material breach of any of its obligations under this Lease, such Mortgagee shall, within the period provided in this Lease, have the right to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by the payment of money, (ii) an additional period of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgagee.

Rights of Mortgagee. If Ingevity or any Mortgagee notifies the Mill Owner (a) Except as otherwise provided in writing Section 5 of the existence of a Mortgage, then and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall applyCollateral Agency Agreement: (ai) The Mill OwnerMortgagee may rely, and shall be protected in acting or refraining from acting, upon giving Ingevity any notice resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) any request or direction of Mortgagor mentioned herein shall be sufficiently evidenced by a Mortgagor Request; (iii) whenever in the administration of this Mortgage, Mortgagee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, Mortgagee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (iv) Mortgagee may consult with counsel and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any material breach action taken, suffered or omitted by Mortgagee hereunder in good faith and in reliance thereon; (v) Mortgagee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document but Mortgagee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if Mortgagee shall determine to make such further inquiry or investigation, it shall be entitled (subject to the express limitations with respect thereto contained in this Mortgage) to examine the books, records and premises of Mortgagor, personally or by agent or attorney; (vi) Mortgagee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and Mortgagee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (vii) Mortgagee shall not be personally liable, in case of entry by it upon the Trust Estate, for debts contracted or liabilities or damages incurred in the management or operation of the Trust Estate; and (viii) no provision of this Mortgage shall require Mortgagee to expend or risk its own funds or otherwise incur any financial liability in the performance of its obligations under this Lease pursuant to Section 4.2(a)(vii)hereunder, (viii) or (ix) in the exercise of any of its rights or any other notice under the provisions of or with respect to this Lease, also shall give a copy of such notice to such Mortgageepowers. (b) If Ingevity is in material breach The provisions of any of its obligations under this Lease, such Mortgagee shall, within the period provided in this Lease, have the right Section 1.12 shall apply to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevityall Mortgage Documents. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by the payment of money, (ii) an additional period of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgagee.

Rights of Mortgagee. If Ingevity Westboy or any Approved Mortgagee notifies shall have furnished to Manager the Mill Owner in writing name and address of the existence of a Mortgagesuch Approved Mortgagee, then and thereafter so long as such Mortgage remains unsatisfied of recordany Hotel, or any part thereof or any interest therein, shall be subject to the Approved Mortgage, the following provisions shall applybe applicable: (a) The Mill Ownera. Manager shall, upon simultaneously with the giving Ingevity any notice to Westboy of any material breach Notice of its obligations Default or Notice of Termination under this Lease pursuant to Section 4.2(a)(vii)Agreement, (viii) or (ix) or any other notice under the provisions of or with respect to this Lease, also shall give send a copy of such notice Notice to such MortgageeApproved Mortgagee in the manner provided in Section 10.6 for the giving of notices, and no Notice of Default or Notice of Termination given by Manager to Westboy shall be effective unless a copy of such Notice shall have been sent as herein provided. b. If, under Section 4.2, a default by Westboy shall have occurred and be continuing so as to constitute an Event of Termination, Manager shall not be entitled to terminate this Agreement so long as no other default shall have occurred and be continuing (bother than those which are being cured as provided for in this Agreement), if within thirty (30) If Ingevity is in material breach days after Manager shall have given to Approved Mortgagee the Notice of any of its obligations under this LeaseTermination, such Mortgagee shall, within the period provided in this Lease, have the right to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Approved Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by default respecting the payment of money, or, for any other default, shall within such thirty (ii30) an additional period of not more than 30 days day period, commence and thereafter proceed with diligence and good faith to cure such other default. c. Upon reasonable advance notice from such Approved Mortgagee, Manager shall accord to it and its agents the right to enter upon any part of the Hotels at any reasonable time during the term of this Agreement for the purpose of examining, inspecting or making extracts from the books and records of the Hotels. d. If such Approved Mortgagee or any person or entity other breachthan a person or entity who competes with Manager shall become the owner of any Hotel as a result of any foreclosure or a bona-fide conveyance in lieu of foreclosure, except for any breach which is personal Manager shall have no right or power to Ingevity terminate this Agreement, and does not relate shall recognize such Approved Mortgagee or such other person or entity as Owner to the condition of same extent as though it or the use or occupancy they had been Owner hereunder as of the Carbon Plant Real Property (a “Non-Curable Default”)execution of this Agreement; provided, so long as however, that such Approved Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of or such cure, and (iii) solely as other person or entity shall agree in writing with Manager to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived bound by the Mill Owner upon completion terms and provisions of foreclosure proceedings for this Agreement to the Mortgage same extent as if such Approved Mortgagee or upon the acquisition of Ingevity’s interest in this Lease by Mortgageesuch other person or entity had been an original Party hereto.

Rights of Mortgagee. If Ingevity Lessor or any Approved Mortgagee notifies shall have furnished to Lessee the Mill Owner in writing name and address of the existence of a Mortgagesuch Approved Mortgagee, then and thereafter so long as such Mortgage remains unsatisfied of recordany Facility, or any part thereof or any interest therein, shall be subject to the Approved Mortgage, the following provisions shall applybe applicable: (a) The Mill Owner1. Lessee shall, upon simultaneously with the giving Ingevity any notice to Lessor of any material breach Notice of its obligations under this Lease pursuant to Section 4.2(a)(vii), (viii) or (ix) or any other notice under the provisions default of or with respect to this Lease, also shall give send a copy of such notice Notice to such MortgageeApproved Mortgagee in the manner provided in Article XXXI for the giving of Notices, and no Notice of default given by Lessee to Lessor shall be effective unless a copy of such Notice shall have been sent as herein provided. 2. If, under Section 32.3, a default by Lessor shall have occurred, Lessee shall not be entitled to terminate this Lease so long as no other default shall have occurred and be continuing (b) If Ingevity is in material breach of any of its obligations under this Lease, such Mortgagee shall, within the period other than those which are being cured as provided for in this Lease), have if within thirty (30) days after Lessee has given to Approved Mortgagee the right to remedy Notice of Termination, such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Approved Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by default respecting the payment of money, or, for any other default, shall within such thirty (ii30) an additional period of not more than 30 days day period, commence and thereafter proceed with diligence and good faith to cure such other default. 3. Upon reasonable advance notice from such Approved Mortgagee, Lessee shall accord to it and its agents the right to enter upon any part of the Leased Property at any reasonable time during the term of this Lease for the purpose of examining, inspecting or making extracts from the books and records of any Facility. 4. If such Approved Mortgagee or any person or entity shall become the owner of any Facility as a result of any foreclosure or a bona fide conveyance in lieu of foreclosure, Lessee shall have no right or power to terminate this Lease, and shall recognize such Approved Mortgagee or such other breach, except for any breach which is personal to Ingevity and does not relate person or entity as Lessor hereunder to the condition of same extent as though it or the use or occupancy they had been Lessor hereunder as of the Carbon Plant Real Property (a “Non-Curable Default”)execution of this Lease; provided, so long as however, that such Approved Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of or such cure, and (iii) solely as other person or entity shall agree in writing with Lessee to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived bound by the Mill Owner upon completion terms and provisions of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgageeto the same extent as if such Approved Mortgagee or such other person or entity had been an original Party hereto.

Rights of Mortgagee. If Ingevity or any Mortgagee notifies the Mill Owner in writing of the existence of a Mortgage, then and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill OwnerIf Lessee shall be in default in the observance or performance of any covenant in this Lease beyond any applicable period of grace referred to herein, upon giving Ingevity any Lessor shall send written notice of any material breach such default to the Mortgagee at its address set forth in the Mortgage or as the Mortgagee may designate by notice to Lessor. The Mortgagee shall have 30 days after delivery of its obligations under this Lease pursuant such written notice from Lessor within which to Section 4.2(a)(vii)cure or remove such default, (viii) or (ix) or and if such default cannot with diligence be cured within such 30 day period, a reasonable time thereafter, provided, that the Mortgagee proceeds promptly to cure the same and thereafter prosecutes the curing of such default with diligence. Notwithstanding any other notice under the provisions provision of or with respect to this Lease, also Lessor shall give a copy of such notice not have any right pursuant to this Lease or otherwise to terminate this Lease due to such Mortgageedefault unless Lessor shall have first given written notice thereof to the Mortgagee and unless the Mortgagee shall have failed to cure or remove, or cause to be cured or removed, such default within the time required by this subparagraph (a). (b) If Ingevity is in material breach Lessor will accept performance by the Mortgagee or the Sublessee or either of them of any covenant, agreement or obligation of its obligations under this Lease, such Mortgagee shall, within the period provided Lessee contained in this Lease, have the right to remedy such breach, or cause Lease with the same to be remedied, and the Mill Owner shall accept such performance effect as though performed by or at the instance of such Mortgagee as if the same had been made by Ingevitylessee. (c) Lessor shall have no rights in and to the rentals payable to Lessee under any Sublease of all or any part of the Property, which rentals may be assigned by Lessee to the Mortgagee. (d) If this Lease shall be terminated for any reason, (other than pursuant to Paragraphs l3 and l4) or in the period for cure event of the rejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditor's rights, Lessor will enter into a new lease of the Leased Premises with the Mortgagee, or any breach by Ingevity after notice party designated by the Mill Owner expires without Mortgagee, not less than ten (l0) nor more than thirty (30) days after the breach being curedrequest of the Mortgagee referred to below, for the Mill Owner shall give written notice to Mortgagee remainder of the term of this Lease, effective as of the date of such expiration termination, rejection or disaffirmance, upon all the terms and provisions contained in this Lease, provided, that the Mortgagee shall have: makes a written request to Lessor for such new lease within ninety (i90) an additional period days after the effective date of ten days such termination, rejection or disaffirmance, as the case may be, and such written request is accompanied by a copy of the new lease, prepared at Lessee's expense, duly executed and acknowledged by the Mortgagee, or the party designated by the Mortgagee to cure any such breach that may be the lessee thereunder, and the Mortgagee cures all defaults under this Lease which can be cured by the payment of moneymoney and pays to Lessor all Basic Rent and additional rent which would at the time of such execution and delivery be due and payable by Lessee under this Lease but for such rejection, disaffirmance or termination, less net amounts received by Lessor under Paragraph 17(d), if any. If the Mortgagee, or the party so designated by the Mortgagee, shall have entered into a new lease with Lessor pursuant to this subparagraph (iid), then any default under this Lease which cannot be cured by the payment of money shall be deemed cured. Any new lease made pursuant to this subparagraph (d) an additional period shall have the same priority of not more than 30 days to cure any other breachlien as this Lease and shall be accompanied by a conveyance of Lessor's title, except for any breach which is personal to Ingevity and does not relate if any, to the condition Improvements (free of any mortgage or other lien, charge or encumbrance created or suffered to be created by Lessor) for a term of years equal in duration to the use or occupancy term of the Carbon Plant Real Property new lease. The provisions of this subparagraph (d) shall survive the termination, rejection or disaffirmance of this Lease and shall continue in full effect thereafter to the same extent as if this subparagraph (d) were a “Non-Curable Default”)separate and independent contract made by Lessor, so long as Lessee and the Mortgagee pays and/or performs all of and, from the obligations of Ingevity during the pendency effective date of such curetermination, rejection or disaffirmance of this Lease to the date of execution and (iii) solely as to any Non-Curable Defaultdelivery of such new lease, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences may use and enjoy the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosureleasehold estate created by this Lease without hindrance by Lessor. (de) Any Non-Curable Default Lessor will not accept a voluntary surrender of this Lease. This Lease shall not be modified without the prior written consent of the Mortgagee. (f) The provisions of this Paragraph 24 are for the benefit of the Mortgagee and may be relied upon and shall be deemed to have been waived enforceable by the Mill Owner upon completion Mortgagee. Neither the Mortgagee nor any other holder or owner of foreclosure proceedings for the indebtedness secured by the Mortgage or otherwise shall be liable upon the acquisition covenants, agreements or obligations of Ingevity’s interest Lessee contained in this Lease by MortgageeLease, unless and until the Mortgagee or such holder or owner becomes the lessee hereunder.

Rights of Mortgagee. If Ingevity or any Mortgagee notifies Landlord represents that Landlord is the Mill Owner in writing current fee simple owner of the existence Project, and Tenant accepts this Lease subject and subordinate to the liens, interests, mortgages and/or deeds of trust set forth on Exhibit "C-1" attached hereto (the "Existing Mortgages") copies of which have ------------- ------------------ been provided to Tenant prior to the date hereof. Tenant agrees contemporaneously to provide to the holder of any Existing Mortgage, whose name and address are set forth on Exhibit "C-1" and to any future holder of a Mortgage, then ------------- mortgagee or deed of trust whose name and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: address have been provided to Tenant (a) The Mill Owner, upon giving Ingevity any notice of any material breach of its obligations under this Lease pursuant to Section 4.2(a)(viieach a "Mortgagee"), (viii) or (ix) or any other notice under the provisions of or with respect to this Lease, also shall give a copy of such each notice to such Mortgagee. (b) If Ingevity is in material breach of Landlord which alleges any of its obligations under this Leaseact, such Mortgagee shall, within the period provided in this Lease, have the right to remedy such breach--------- omission, or cause the same condition that might constitute a default by Landlord hereunder or otherwise give rise to be remediedany Tenant remedy hereunder or at law, and the Mill Owner Mortgagee, in its sole discretion, shall accept such performance by or at the instance have all rights of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days Landlord hereunder to cure any such breach default. Landlord reserves the right to OFFICE LEASE AGREEMENT - Page - 27 ---------------------- subject and subordinate this Lease at all times to the lien of any other deeds of trust, vendor's liens, or mortgages now or hereafter affecting Landlord's interest in the Project (any one of which shall be referred to herein as the "Deed of Trust"); provided, however, that may be cured so long as Tenant is not in default of ------------- its obligations beyond the applicable notice and grace periods provided herein (i) no default by the payment Landlord under any such Deed of money, Trust shall affect Tenant's rights under this Lease; (ii) an additional period Tenant will not be named by the holder or Landlord as a party in any foreclosure or other proceeding with respect to such Deed of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and Trust unless required by law; (iii) solely as the holder of any such Deed of Trust agrees that the insurance proceeds resulting from any fire or other casualty or from any taking by eminent domain will be available for restoration of the Building and Project under terms and conditions acceptable to the holder; (iv) the holder of the Deed of Trust shall recognize the Lease and any amendments allowed under the Deed of Trust or otherwise approved by the Mortgagee in writing in advance of execution and be bound thereto; and (v) the holder of any such Deed of Trust will execute with Tenant and Landlord a Subordination, Non-Curable DefaultDisturbance and Attornment Agreement in the form required by such holder and reasonably Acceptable to Tenant. Attached hereto as Exhibit "C" is the form of such ----------- agreement that the current Mortgagee has agreed to sign with Landlord and Tenant, an additional period that is reasonably required subject to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure such Mortgagee's review of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived this Lease. If Tenant has not received such agreement signed by the Mill Owner upon completion of foreclosure proceedings for Lender, Landlord and Guarantor to be named therein within thirty (30) days after the Mortgage or upon the acquisition of Ingevity’s interest in full execution hereof, Tenant may terminate this Lease by Mortgageewritten notice to Landlord within the following five (5) days and receive the return of the Security Deposit and Base Rent deposit, and neither party shall have any further liability hereunder, failing in which timely termination such right shall automatically end.

Rights of Mortgagee. If Ingevity Lessee accepts this Lease subject and subordinate to any recorded mortgage lien presently existing or hereafter created upon the Building or project and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building or project; provided that, as a condition to Lessee's obligations under this Lease, Lessee and the holder of any Mortgagee notifies mortgage lien which shall be placed on the Mill Owner in writing leased premises prior to Substantial Completion of the existence Improvements shall enter into a subordination, non-disturbance and attornment agreement on terms mutually satisfactory within 15 days of a Mortgagethe date of the execution of the mortgage by Lessor, then and thereafter which agreement shall provide, INTER ALIA, that the mortgagee shall not disturb the tenancy of Lessee, so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill Owner, upon giving Ingevity any notice of any material breach Lessee is not in default of its obligations under this Lease pursuant beyond any applicable notice and cure periods, and that any undisbursed construction loan proceeds shall be made available for the purposes set forth in Section 6.09 of this Lease (subject to Section 4.2(a)(viiLessor's reasonable requirements), (viii) or (ix) or . Lessor shall use its best efforts to cause any other notice under such mortgagee to agree that insurance proceeds and condemnation awards shall be used for the provisions repair and restoration of or with respect to the leased premises when so provided in Sections 7.02 and 8.02 of this Lease. Lessee agrees to subordinate Xxxxxx's interest under this Lease to any mortgage lien placed on the leased premises after Substantial Completion of the Improvements, also shall give provided that as a copy of such notice condition to such Mortgagee. (b) If Ingevity subordination Lessee and such mortgagee shall enter into a mutually satisfactory non-disturbance, subordination and attornment agreement which shall include a covenant by the mortgagee not to disturb the tenancy of Lessee, so long as Lessee is not in material breach of any default of its obligations under this Lease, Lease beyond any applicable notice and cure periods. Lessor shall use its best efforts to cause any such Mortgagee shall, within mortgagee to agree that insurance proceeds and condemnation awards shall be used for the period repair and restoration of the leased premises when so provided in this Lease, have the right to remedy such breach, or cause the same to be remedied, Sections 7.02 and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by the payment of money, (ii) an additional period of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgagee.8.02

Rights of Mortgagee. If Ingevity This Lease shall be subject and subordinate to any ------------------- mortgage now or hereafter on the Property (or any Mortgagee notifies part thereof) or the Mill Owner Buildings, or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor, provided that the holder of such mortgage agrees, by a written instrument ("SNDA") in writing the customary form required by such mortgagee as amended by such commercially reasonable changes as Tenant may request and the mortgagee may reasonably approve, to recognize the right of Tenant to use and occupy the existence Premises and exercise all other rights and privileges under the Lease upon the payment of a Mortgage, then rent and thereafter so long as other charges payable by Tenant under this Lease and the performance by Tenant of Tenant's obligations hereunder. Tenant acknowledges and agrees that any SNDA shall require that Tenant provide to the holder of such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill Owner, upon giving Ingevity any mortgage written notice of any material breach defaults of Landlord and commercially reasonable cure periods to be negotiated between Tenant and such holder. In confirmation of such subordination and recognition, Tenant shall execute and deliver promptly such instruments of subordination and recognition. In the event that any mortgagee or its obligations under respective successor in title shall succeed to the interest of Landlord, then this Lease pursuant shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to Section 4.2(a)(vii)attorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord. If any holder of a mortgage which includes the Premises shall so elect, (viii) this Lease, and the rights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed, delivered and recorded, or (ix) a statutory Notice hereof recorded, prior to the execution, delivery and recording of any such mortgage, even if Tenant had previously agreed to subordinate the Lease to such mortgage. The election of any such holder shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or any other notice by the recording in the appropriate registry or recorder's office of an instrument in which such holder subordinates its rights under the provisions of or with respect such mortgage to this Lease, also shall give a copy of such notice to such Mortgagee. (b) If Ingevity is in material breach of any of its obligations under this Lease, such Mortgagee shall, within the period provided in this Lease, have the right to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by the payment of money, (ii) an additional period of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgagee.

Rights of Mortgagee. If Ingevity or any Mortgagee notifies the Mill Owner in writing of the existence of a Mortgage, then and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill OwnerIf Lessee shall be in default in the observance or performance of any covenant in this Lease beyond any applicable period of grace referred to herein, upon giving Ingevity any Lessor shall send written notice of any material breach such default to the Mortgagee at its address set forth in the Mortgage or as the Mortgagee may designate by notice to Lessor. The Mortgagee shall have 30 days after delivery of its obligations under this Lease pursuant such written notice from Lessor within which to Section 4.2(a)(vii)cure or remove such default, (viii) or (ix) or except that if such default cannot with diligence be cured within such 30 day period, the Mortgagee shall have a reasonable time thereafter to affect cure, provided that the Mortgagee proceeds promptly to cure the same and thereafter prosecutes the curing of such default with diligence. Notwithstanding any other notice under the provisions provision of or with respect to this Lease, also Lessor shall give a copy of such notice not have any right pursuant to this Lease or otherwise to terminate this Lease due to such Mortgageedefault unless Lessor shall have first given written notice thereof to the Mortgagee and unless the Mortgagee shall have failed to cure or remove, or cause to be cured or removed, such default within the time required by this subparagraph (a). (b) If Ingevity is in material breach Lessor will accept performance by the Mortgagee or a sublessee or either of them of any covenant, agreement or obligation of its obligations under this Lease, such Mortgagee shall, within the period provided Lessee contained in this Lease, have the right to remedy such breach, or cause Lease with the same to be remedied, and the Mill Owner shall accept such performance effect as though performed by or at the instance of such Mortgagee as if the same had been made by IngevityLessee. (c) Lessor shall have no rights in and to the rentals payable to Lessee under any Sublease of all or any part of the Project, which rentals may be assigned by Lessee to the Mortgagee. (d) If this Lease shall be terminated for any reason (other than pursuant to Paragraphs 13 and 14), or in the period for cure event of the rejection or disaffirmance of this Lease pursuant to bankruptcy law or other law affecting creditor's rights, Lessor will enter into a new lease of the Leased Premises with the Mortgagee, or any breach by Ingevity after notice party designated by the Mill Owner expires without Mortgagee, not less than ten (10) nor more than thirty (30) days after the breach being curedrequest of the Mortgagee referred to below, for the Mill Owner shall give written notice to Mortgagee remainder of the term of this Lease, effective as of the date of such expiration termination, rejection or disaffirmance, upon all the terms and provisions contained in this Lease, provided, that the Mortgagee shall have: makes a written request to Lessor for such new lease within ninety (i90) an additional period days after the effective date of ten days such termination, rejection or disaffirmance, as the case may be, and such written request is accompanied by a copy of the new lease, prepared at Mortgagee's expense, duly executed and acknowledged by the Mortgagee, or the party designated by the Mortgagee to cure any such breach that may be the lessee thereunder, and the Mortgagee cures all defaults under this Lease which can be cured by the payment of moneymoney and pays to Lessor all Basic Rent and additional rent which would at the time of such execution and delivery be due and payable by Lessee under this Lease but for such rejection, disaffirmance or termination, less net amounts received by Lessor under Paragraph 17(d), if any. If the Mortgagee, or the party so designated by the Mortgagee, shall have entered into a new lease with Lessor pursuant to this subparagraph (d), then any default under this Lease which, because the default is personal to Lessee, hereunder (such as bankruptcy), cannot reasonably be cured by such new lessee, shall be deemed cured. Any new lease made pursuant to this subparagraph (d) shall have the same priority of lien as this Lease and shall be accompanied by a conveyance of Lessor's title, if any, to the Improvements (free of any mortgage or other lien, charge or encumbrance created or suffered to be created by Lessor) for a term of years equal in duration to the term of the new lease. The provisions of this subparagraph (d) shall survive the termination, rejection or disaffirmance of this Lease and shall continue in full effect thereafter to the same extent as if this subparagraph (d) were a separate and independent contract made by Lessor, Lessee and the Mortgagee and, from the effective date of such termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease, the Mortgagee may use and enjoy the leasehold estate created by this Lease without hindrance by Lessor. (e) The rights and remedies afforded the Mortgagee under this Paragraph 24 are cumulative and not exclusive. Specifically, but without limitation, (i) the Lessee's Estate, LOL Sublease and the Mortgagee's lien upon the Lessee's Estate, the LOL Sublease and the Improvements shall remain in full force and effect pursuant to the non-merger provisions of this Lease and the LOL Sublease in the event of any termination, by operation of law or otherwise, of this Lease, unless the Mortgagee elects to make a new lease pursuant to subparagraph 24(d) of this Lease, and (ii) an additional period Lessor's absolute and unconditional obligation as lessee under the LOL Sublease to pay Basic Rent and other payments under the LOL Sublease shall survive any termination or rejection of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of this Lease or the use LOL Sublease or occupancy both, whether or not the Mortgagee elects to take a new lease pursuant to subparagraph 24(d) of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosurethis Lease. (df) Any Non-Curable Default Lessor will not accept a voluntary surrender of this Lease. This Lease shall not be modified or surrendered without the prior written consent of the Mortgagee and any modification or surrender without such consent shall be deemed to have been waived void and of no effect. (g) The provisions of this Paragraph 24 are for the benefit of the Mortgagee and may be relied upon and shall be enforceable by the Mill Owner upon completion Mortgagee. Neither the Mortgagee nor any other holder or owner of foreclosure proceedings for the indebtedness secured by the Mortgage or shall be liable upon the acquisition covenants, agreements or obligations of Ingevity’s interest Lessee contained in this Lease by MortgageeLease, unless and until the Mortgagee or such holder or owner becomes the lessee hereunder.

Rights of Mortgagee. If Ingevity Landlord represents and warrants that there is no mortgage which encumbers the Property at the time of execution hereof. This Lease shall be subject and subordinate to any mortgage hereafter on the Lot or any Mortgagee notifies the Mill Owner Building, or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor, provided that the holder of such mortgage agrees, by a written commercially reasonably instrument reasonably acceptable to Tenant in writing recordable form, to recognize this Lease and the right of Tenant to use and occupy the Premises and those portions of the existence Common Areas of a MortgageParcel 3 of the Development Area to which Tenant is granted rights under this Lease (Landlord further agreeing to use commercially reasonable best efforts to cause such holder to agree to be bound by the provisions of Article IV above regarding Landlord's obligation to provide Landlord’s Contribution, then and thereafter provided that Landlord’s failure to do so shall in no way affect the validity of this Section 16.12 so long as Landlord has used such Mortgage remains unsatisfied of recordcommercially reasonable best efforts as aforesaid), the following provisions shall apply: (a) The Mill Ownerwithout interruption or disturbance from such mortgagee or persons claiming by, through or under such mortgagee, upon giving Ingevity any notice the payment of any material breach of its obligations rent and other charges payable by Xxxxxx under this Lease pursuant and the performance by Tenant of Tenant’s obligations hereunder. In confirmation of such subordination, recognition and non-disturbance, Xxxxxx shall execute and deliver to Tenant such recordable instruments of subordination that are commercially reasonable as such mortgagee may reasonably request and as are reasonably acceptable to Tenant, subject to Xxxxxx’s receipt of such commercially reasonable instruments of recognition and non-disturbance from such mortgagee as Tenant may reasonably request. In the event that any mortgagee or its respective successor in title shall succeed to the interest of Landlord, then this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord, provided that such mortgagee or successor gives written notice to Tenant in accordance with Section 4.2(a)(vii16.9 and assumes all of Landlord’s obligations hereunder from and after the date of such succession (subject to the terms of the aforesaid instruments of subordination, recognition and non-disturbance). Upon Xxxxxx’s receipt of such notice, (viii) or (ix) or any other notice under the provisions of or Landlord and Tenant each acknowledge and agree that Tenant shall have no further liability to Landlord with respect to the time period from and after the date on which such mortgagee or successor in title shall succeed to Xxxxxxxx’s interest hereunder or the date of such notice, if later. If any holder of a mortgage which includes the Premises, executed and recorded prior to the Execution Date of this Lease, also shall give a copy of such notice to such Mortgagee. (b) If Ingevity is in material breach of any of its obligations under so elect, this Lease, and the rights of Tenant hereunder, shall be superior in right to the rights of such Mortgagee shallholder, within with the period provided same force and effect as if this Lease had been executed, delivered and recorded, or a statutory Notice of Lease hereof recorded, prior to the execution, delivery and recording of any such mortgage. The election of any such holder shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which such holder subordinates its rights under such mortgage to this Lease, have the right to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) an additional period of ten days to cure any such breach that may be cured by the payment of money, (ii) an additional period of not more than 30 days to cure any other breach, except for any breach which is personal to Ingevity and does not relate to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of such cure, and (iii) solely as to any Non-Curable Default, an additional period that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in this Lease by Mortgagee.

Rights of Mortgagee. If Ingevity or Lessee accepts this Lease subject and subordinate to any Mortgagee notifies recorded mortgage, deed of trust and other lien presently existing upon the Mill Owner in writing of the existence of a Mortgage, then leased Premises. Lessor is hereby irrevocably vested with full power and thereafter so long as such Mortgage remains unsatisfied of record, the following provisions shall apply: (a) The Mill Owner, upon giving Ingevity any notice of any material breach of its obligations authority to subordinate Lessee's interest under this Lease pursuant to Section 4.2(a)(vii)any mortgage, deed of trust, or other lien hereafter placed on the leased Premises, and Lessee agrees, upon demand, to execute additional instruments subordinating this Lease as Lessor may require. If the interests of Lessor under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any mortgage on the leased Premises, Lessee shall be bound to the transferee (viiisometimes called the "Purchaser") or (ix) or any other notice under the provisions terms, covenants, and conditions of this Lease for the balance of the terms remaining, and any extensions or renewals, with respect to this Lease, also shall give a copy of such notice to such Mortgagee. (b) If Ingevity is in material breach of any of its obligations the same force and effect as if the Purchaser were Lessor under this Lease, and Lessee agrees to attorn to the Purchaser, including the mortgagee under any such Mortgagee shallmortgage, if it be the Purchaser, as its Lessor, the attornment to be effective and self-operative without the execution of any further instruments upon the Purchaser succeeding to the interest of Lessor under this Lease. The respective rights and obligations of Lessee and the Purchaser, upon the attornment, to the extent of the then remaining balance of the term of this Lease, and any extensions or renewals, shall be and are the same as those set forth in this Lease. In the event that Lessor shall default in the performance of the terms and provisions of this Lease, Lessee hereby agrees to give Lessor's Mortgagee, by registered mail, a copy of any notice of default served upon the Lessor, provided that prior to such notice Lessee has been notified in writing, (by way of notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Lessee further agrees that if Lessor shall have failed to cure such default within the period time provided for in this Lease, have then the right to remedy such breach, or cause the same to be remedied, and the Mill Owner shall accept such performance by or at the instance of such Mortgagee as if the same had been made by Ingevity. (c) If the period for cure of any breach by Ingevity after notice by the Mill Owner expires without the breach being cured, the Mill Owner shall give written notice to Mortgagee of such expiration and Mortgagee shall have: (i) have an additional period of ten sixty (60) days within which to cure any such breach default, or, if such default cannot be cured within that time, then such additional time is may be cured by the payment of money, (ii) an additional period of not more than 30 days necessary to cure any other breachsuch default provided said Mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including, except for any breach which is personal but not limited to Ingevity and does not relate commencement of foreclosure proceedings, if necessary to the condition of or the use or occupancy of the Carbon Plant Real Property (a “Non-Curable Default”), so long as Mortgagee pays and/or performs all of the obligations of Ingevity during the pendency of effect such cure, and (iii) solely as to any Non-Curable Default, an additional period ). Lessee hereby agrees that is reasonably required to foreclose the Mortgage with due diligence so long as Mortgagee promptly commences the foreclosure of the Mortgage, diligently prosecutes to completion the foreclosure and pays and/or performs all the obligations of Ingevity during the pendency of the foreclosure. (d) Any Non-Curable Default it shall be deemed to have been waived by the Mill Owner upon completion of foreclosure proceedings for the Mortgage or upon the acquisition of Ingevity’s interest in not terminate this Lease while such remedies are being so diligently pursued by Lessor's Mortgagee.