Common use of Tenant’s Rights Clause in Contracts

Tenant’s Rights. This Lease shall be recorded in the Registry of Property of Puerto Rico, Second Section of San J▇▇▇ as set forth in Section 21.3, and shall constitute a first priority lien on the Premises; provided, however, that this Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the “Mortgage”) of the Premises or all or any portion thereof, and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage by the holder thereof (hereinafter, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected in any manner as a result of any act or omission of Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided in this Lease; (c) no such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be set forth in the subordination agreement referred to in Section 14.2 and shall be binding upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s or foreclosure sale, or other party claiming by, through or under such Mortgagee

Tenant’s Rights. This Should any Improvements or Premises be wholly or partially destroyed or damaged by fire or any other casualty not due to the intentional or negligent acts of Tenant, Tenant shall have the right to restore and reconstruct the Improvements or Premises. Notwithstanding any provision of this Lease to the contrary, whenever under any provision of this Lease, Tenant restores and reconstructs Improvements (other than Tenant Improvements), Tenant shall be recorded entitled to use the proceeds of Landlord’s Property Coverage, if any, as this term is defined above in the Registry of Property of Puerto RicoSection 9.1. If Tenant elects to restore and reconstruct such Improvements, Second Section of San Jthen rent shall ▇▇▇▇▇ to the degree the Premises are unusable for Tenant’s business purposes until such time as set forth in Section 21.3Tenant has fully restored and reconstructed such Improvements and the Premises are usable for Tenant’s business purposes. Notwithstanding anything to the contrary, and shall constitute a first priority lien on if Tenant has not completed restoration or reconstruction of the Premises; Improvements after two (2) years provided, however, that such two (2) year period shall be extended by any period of Force Majeure, as defined under Section 16.13 of this Lease Lease, any rent abatement shall become subject end and subordinate Tenant agrees to pay the full then-applicable rental rate. Notwithstanding anything to the contrary, if any existing casualty occurs within in five (5) years after the Effective Date, Tenant 1) shall not have the right to terminate pursuant to this Section 10.1 and 2) further covenants and agrees to use all insurance and other proceeds, if any, to rebuild the Improvements in the manner as originally contemplated by this Lease. Tenant may reconstruct any such building using Landlord’s insurance proceeds, if any. During the period of any reconstruction or future mortgage (hereinafterrepair pursuant to this paragraph, all rental shall ▇▇▇▇▇ to the “Mortgage”) degree the Premises are unusable for Tenant’s business purposes. Tenant’s rent shall be abated proportionally until such time that it can use the Premises for the uses and purposes contemplated hereby and the reconstruction or repair is finished. If the Premises is rendered wholly untenable it cannot be used by the Tenant for the use and purposes contemplated hereby, then rate will be abated in its entirety until such time as can fully operate is business out of the Premises or all or any portion thereof, as intended and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage contemplated by the holder thereof (hereinafter, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected in any manner as a result of any act or omission of Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided in this Lease; (c) no such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be set forth in the subordination agreement referred to in Section 14.2 and shall be binding upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s or foreclosure sale, or other party claiming by, through or under such Mortgagee.

Tenant’s Rights. This Notwithstanding anything contained in this Lease to the contrary, delivery of possession of the Initial Expansion Space, Additional Expansion Space, Lower Level Premises Expansion Space and Upper Level Premises Expansion Space (collectively, the "Expansion Space") to Tenant and commencement of Tenant's leasing thereof is and shall be recorded subject to Landlord's obtaining possession from any prior tenant or occupant of the Building who holds over in the Registry Expansion Space beyond the applicable lease expiration date. Landlord shall deliver possession of Property of Puerto Rico, Second Section of San J▇▇▇ as the Expansion Space to Tenant on or prior to the commencement date set forth in Section 21.3subsections (A), (B), (C) and shall constitute a first priority lien on (D) above, with respect to the Premisesparticular Expansion Space in question (collectively, the "Expansion Space Commencement Date"); provided, however, that if Landlord is unable to deliver any portion of the Expansion Space to Tenant on the applicable Expansion Space Commencement Date, (i) Tenant shall not be obligated to pay any Rent with respect to such portion of the Expansion Space until the date such portion of the Expansion Space is actually delivered by Landlord; (ii) the Expiration Date of this Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the “Mortgage”) of the Premises or all or any portion thereof, and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage by the holder thereof (hereinafter, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected in any manner as a result of any act or omission of Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided in this Lease; (c) no such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equitythereby; and (diii) such Mortgagee will give Landlord shall pay to Tenant notice the amount of any default the holdover rent actually received by Landlord under for the tenant’s holdover in the applicable Expansion Space which exceeds the actual monthly base rent and additional rent payable by the holdover tenant during the last month of the tenant’s lease term, after Landlord deducts any reasonable, out-of-pocket expenses incurred by Landlord in conjunction with such Mortgage concurrently with any notice given to Landlord thereunderholdover, including, but not limited to, reasonable attorneys’ fees and court costs, if any. Such non-disturbance and attornment agreement shall be Except as otherwise expressly set forth in this Article 33 to the subordination agreement referred to in Section 14.2 contrary, Tenant shall accept possession of the Expansion Space and shall be binding upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s or foreclosure sale, or other party claiming by, through or under such Mortgageecommence paying Rent therefor on the date of delivery of possession thereof by Landlord.

Tenant’s Rights. This Lease (a) Notwithstanding anything contained in this lease to the contrary, Tenant shall be recorded have no rights with respect to any (i) offset resulting from Landlord's defaults or breaches (herein "defaults"), (ii) damage claims resulting from landlord's defaults (except with respect to Paragraph 47), or (iii) exercise of any self-help remedies (except in the Registry case of Property an emergency); unless and until Tenant shall have given Landlord and Ground Lessor notice of Puerto Rico, Second Section Landlord's default and Landlord shall have failed to commence curing said default within sixty (60) days from the date of San J▇▇▇ Tenant's notice and/or to have diligently prosecuted said cure until its completion. If Landlord shall not have commenced said cure as set forth in Section 21.3, aforesaid and shall constitute a first priority lien on not have been diligent in its prosecution, then, at any time thereafter, Tenant shall have the Premisesfollowing rights; (i) to cure said default and in connection therewith be immediately reimbursed by Landlord for its costs and expenses in so curing said default together with interest at the Lease Interest Rate and/or (ii) to exercise any and all of its legal or equitable remedies, provided, however, Tenant may not offset Rental or terminate this lease or make a claim for Tenant's actual constructive eviction, except as provided in subparagraphs 51(b) and (c) below. (b) Additionally, if Tenant shall have expended any sums in excess of Fifty Thousand and 00/100 ($50,000.00) Dollars in curing the Landlord's defaults and the Landlord shall not have reimbursed Tenant within five (5) business days of Tenant's demand therefor, Tenant shall have the further right to notify both the Landlord and Ground Lessor that this Lease shall become subject and subordinate thirty (30) days after the date of said notice Tenant intends to any existing deduct from the next current Rental payment or future mortgage (hereinafterpayments due, the “Mortgage”) sum of said expenditure, together with interest at the Premises or Lease Interest Rate, until said total sum has been recovered by way of a rent credit. Ground Lessor will be required and agrees to pay to Landlord all or any portion thereof, and any renewals, modifications, replacements or extensions thereof, only such sums deducted from the rental obligation to the Landlord if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage by the holder thereof same shall become due under this lease. Ground Lessor may notify the Tenant within fifteen (hereinafter, the “Mortgagee”15) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy days of the effective date of Tenant's notice that Ground Lessor, in its sole discretion, does not intend to pay said deducted sum to the Landlord as and when due, in which event Tenant will continue to pay the full rental payment due Landlord under the lease on a timely basis but shall have all legal remedies available to Tenant against Landlord pursuant to this lease. (c) Should Tenant not have exercised the self-help remedies provided for above, and should Landlord not have commenced the cure and have been diligent in completing said cure, or should Landlord not have under any circumstances (without regard to delays caused by Completion Force Majeure or Unavoidable Delay as in Paragraph 28 defined) completed said cure within twelve (12) months from the date of Tenant's notice, Tenant, in addition to all of its rights contained herein, shall have the right to cancel this lease at any time prior to Landlord's completing said cure, by a cancellation notice given at any time prior thereto, which cancellation notice shall fix the date upon which Tenant shall vacate the Premises be disturbed or interfered with or otherwise affected in any manner pursuant to said cancellation, and may also at anytime thereafter make claim against Landlord for Tenant's damages as a result thereof. The cure by Landlord subsequent to the date of any act or omission of Tenant's cancellation notice shall not reinstate this lease unless Tenant shall so elect by notice in writing to Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided . Any notice referred to in this Lease; (c) no such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding Paragraph 51 to enforce, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. Such non-disturbance prior to Tenant having a right to offset Rental, terminate this lease or to seek damages, shall set forth, in reasonable detail, the nature, scope and attornment agreement shall be set forth in extent of the subordination agreement referred to in Section 14.2 and shall be binding upon such Mortgagee and any successor in interest theretoapplicable breach, including any purchaser at any trustee’s or foreclosure saleoccurrence, or other party claiming by, through action or under such Mortgageeinaction giving rise thereto.

Tenant’s Rights. This Lease In its performance of the Tenant Work, Tenant shall have the right to take such actions and utilize such facilities as are customarily and reasonably taken and utilized in the construction of comparable space, subject to such customary and reasonable restrictions as Landlord may adopt in the prudent management of the Buildings. Tenant shall not be charged for the use of utilities, elevators, loading docks, and similar Building facilities in the construction of the Tenant Work. No fees of any manner shall be recorded charged by Landlord for its review of plans and drawings or any supervision or inspection of the Tenant Work. Landlord shall cause any of its contractors working in the Registry Buildings to work in harmony with Tenant and the General Contractor, and Landlord shall not knowingly permit any other contractors to interfere with the performance of Property the Tenant Work. EXHIBIT "C-1" INSURANCE ADDENDUM This Insurance Addendum is a part of Puerto Ricothe Agreement between Owner and Contractor dated ____ July 1992. Notwithstanding anything to the contrary in the Agreement to which this Addendum is attached, Second Section or in any other agreement between Contractor, Owner and/or Architect, Landlord or their respective subcontractors, agents, employees or representatives, the parties hereto agree as follows: All general liability and umbrella liability insurance coverage required herein or in any other agreement between the parties shall be written on an "Occurrence Basis". Contractor shall at all times during the period in which this Contract is in force, provide, maintain and require all subcontractors to provide and maintain the following types of San J▇▇▇ insurance protecting the interest of Landlord and Owner and Contractor with limits not less than those as set forth below: WORKER'S COMPENSATION INSURANCE (WC) to cover statutory limits of the Worker's Compensation Law of the State of Virginia, with Coverage B Employer's Liability coverage in Section 21.3limits not less than $500,000 COMMERCIAL GENERAL LIABILITY (GGL) insurance for hazards of (i) Premises Operations, (ii) Elevators and Escalators, (iii) Independent Contractors, (iv) Coverage for explosion, collapse, and shall constitute underground (X, C, U), (v) Products and Completed Operations coverage, (vi) Contractual Liability on a first priority lien on "Blanket" basis designating all written and oral contracts related to the Premises; providedwork, however(vii) Personal Injury Liability for groups of offenses A, that this Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the “Mortgage”) of the Premises or all or any portion thereofB, and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage C (with exclusions pertaining to liability assumed by the holder thereof (hereinafterinsured under contract, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of to personal injury sustained by any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected in any manner person as a result of an offense directly or indirectly related to the employment of each person by the named insured deleted), and (viii) Incidental Medical Malpractice coverage. Such Commercial General Liability Insurance must be endorsed with a Broad Form Property Damage Endorsement (including Complete Operations). The Contractual Liability coverage must be endorsed so that all exclusions relating to explosion, collapse and underground hazards are deleted. The CGL insurance shall have primary coverage limits not less than following: 66 Insurance Addendum Page 2 BODILY INJURY LIABILITY/PROPERTY DAMAGE LIABILITY - $1,000,000 each occurrence, combined single limit. PERSONAL INJURY LIABILITY - $1,000,000 each person; AUTOMOBILE LIABILITY INSURANCE (Auto) covering all owned, leased, non-owned and hired automobiles used in connection with the Work with coverage limits not less than the following: BODILY INJURY LIABILITY/PROPERTY DAMAGE LIABILITY - $1,000,000 each person and each occurrence, combined single limit. COMPREHENSIVE CATASTROPHE LIABILITY INSURANCE (Umbrella) indemnifying for ultimate net loss sustained by reason of any act liability whether imposed by law, assumed under contract, or omission of Landlordotherwise incurred arising out of: BODILY INJURY, including personal injury, because of bodily injury, including death at any breach time resulting therefrom, sustained by any person or persons. PROPERTY DAMAGE, for losses due to damages to or destruction of or default under the Mortgagetangible property, or otherwise; (b) all condemnation awards and proceeds including loss of use of such property resulting therefrom. The Umbrella insurance shall be applied set forth coverage limits with respect to each occurrence, except for the products hazard coverage which shall contain aggregate limits for each annual period. With regard to Contractor, the Umbrella insurance shall have coverage limits not less than FIVE MILLION DOLLARS AND 00/100 ($5,000,000) for each occurrence and in the manner provided aggregate as applicable in this Lease; (c) no such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or excess of the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be amount set forth in subparagraphs (WC), (CGL) & (AUTO) above. For each subcontractor employed in conjunction with the subordination agreement referred Work, the Umbrella insurance shall have coverage limits not less than TWO MILLION DOLLARS AND 00/100 ($2,000,000) for each occurrence and in the aggregate as applicable in excess of the amount set forth in subparagraphs (WC), (CGL) & (AUTO) above. In the event that Contractor or any subcontractors have or obtain insurance coverage in amounts in excess of those listed above, such additional insurance coverage shall also insure to the benefit of the Landlord and Owner. Contractor shall be liable to Landlord and Owner for the actions of Contractor, its subcontractors and their respective agents, servants and employees for any losses suffered by Landlord and Owner which would otherwise have been covered by any insurance required hereunder in Section 14.2 the event Contractor fails to obtain any such addendum. (Any subcontractor working directly for Owner shall be deemed a General Contractor for purposes of this addendum and shall be binding upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s or foreclosure sale, or other party claiming by, through or under such Mortgageecomply with all obligations herein required of Contractor).

Tenant’s Rights. This Notwithstanding the foregoing, if Landlord does not elect to terminate this Lease, Tenant may terminate this Lease if either (i) Landlord notifies Tenant that in its good faith determination such repair or restoration cannot be completed within two hundred seventy (270) days from the date of the casualty, or (ii) the damage or destruction occurs within the last fifteen (15) months of the Term, unless Tenant’s gross negligence or willful misconduct was the sole cause of the damage. If Tenant has the right to terminate the Lease in accordance with the above provisions, Tenant may so elect by written notice to Landlord which must be given within thirty (30) days after the date Landlord delivers its initial notice of the estimate of the duration of the repairs Upon Landlord’s receipt of any such notice from Tenant under this Section 11(B), the termination shall be recorded in effective as of the Registry of Property of Puerto Rico, Second Section of San J▇▇▇ as set forth in Section 21.3date the destruction occurred, and Tenant shall constitute have a first priority lien on reasonable period thereafter to move out of the Premises; provided, however, that this Lease . There shall become subject and subordinate be an abatement of rent by reason of damage to any existing or future mortgage (hereinafter, the “Mortgage”) destruction of the Premises or all the Building, or any portion thereof, to the extent that (i) Landlord receives insurance proceeds for loss of rental income attributable to the Premises and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage by (ii) the holder thereof (hereinafter, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy floor area of the Premises cannot be disturbed reasonably used by Tenant for conduct of its business, in which event the Base Rent shall ▇▇▇▇▇ proportionately according to (i) or interfered with (ii) above, as appropriate, commencing on the date that the damage to or otherwise affected in any manner destruction of the Premises or Building has occurred, and except that, if Landlord or Tenant elects to terminate this Lease as a result of any act or omission of Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided in this Lease; (cParagraph 11(B) above, no such Mortgagee obligation shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will accrue under this Lease or the Term hereof be terminated (except as permitted by after such termination. Notwithstanding the provisions of this Lease) Section, if Landlord’s insurance refuses to pay for a portion of abatement or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant Landlord lacks coverage and the cause of the damage was due to the termsgross negligence or willful misconduct of Tenant or its employees, covenants agents or conditions contained therein or in any other documents held by any contractors, Tenant shall not be entitled to such Mortgagee or otherwise given to any such Mortgagee as a matter of law or equity; and (d) such Mortgagee will give Tenant notice of any default by Landlord under such Mortgage concurrently with any notice given to Landlord thereunder. Such non-disturbance and attornment agreement shall be set forth in the subordination agreement referred to in Section 14.2 and shall be binding upon such Mortgagee and any successor in interest thereto, including any purchaser at any trustee’s or foreclosure sale, or other party claiming by, through or under such Mortgageeabatement.