Common use of Leasehold Mortgages Clause in Contracts

Leasehold Mortgages. Subject to the requirements of this Article XX, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder.

Leasehold Mortgages. Subject Upon the request of the Collateral Agent, acting at the direction of the Applicable Authorized Representative, each Grantor shall execute and deliver a mortgage, deed of trust, assignment of leases and rents, or other security document (a “Leasehold Mortgage”) granting a Lien on each parcel of real property and the improvements thereto leased by any Grantor (a “Leasehold Mortgaged Property”) under the laws of the applicable jurisdiction to cause such Leasehold Mortgaged Property to be subjected to a Lien having at least the requirements priority described in Section 4.3 securing the Obligations and will take all such actions as shall be and customary in a transaction of this Article XXnature to grant and perfect such Lien, Lessee may assign or encumber Lessee’s interest in including to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including (i) the filing and recording of financing statements, fixture filings, the Leasehold Mortgage and other documents, (ii) conducting lien searches and providing title insurance insuring the first priority Lien of the Mortgage subject only to Permitted Liens and including such endorsements as security for any debt or obligation are customarily issued in connection with transactions of Lessee [this nature, (iii) providing legal opinions and (iv) obtaining landlords' consents). Notwithstanding the foregoing, the Grantors shall not be required to an Institutional Investor] by execute and deliver a Leasehold Mortgage containing with respect to any Leasehold Mortgaged Property if such terms and provisions as Lessee may, Grantor shall have determined in its sole discretion, deem fit and proper; provided, however, good faith that all right, title and interest acquired by such Leasehold Mortgagee under such the higher of (a) the book value or (b) the fair market value of the requested Leasehold Mortgage from Lessee shall be subject to this Lease is less than $3,000,000 and provided evidence of such determination to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderCollateral Agent.

Leasehold Mortgages. Subject Tenant and its Subtenants may, with notice to the requirements of this Article XXLandlord, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] Estate by a Leasehold Mortgage containing such terms and provisions as Lessee mayto secure any Financing permitted pursuant to Section 16.2 above, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under but each such Leasehold Mortgage from Lessee and all other related loan documents entered into as part of such Leasehold Mortgage, as well as any renewals, extensions, amendments, modifications, and supplements thereof (collectively, “Leasehold Financing Documents”) shall be subject to this Lease each and to all of the rights covenants, conditions, obligations, and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of restrictions set forth in this Lease. Lessor None of the covenants, conditions, obligations and restrictions are or shall have be waived by Landlord by reason of the right rights given to request andTenant under this Section 16.3. The execution and delivery of any Leasehold Mortgage, Lessee in and of itself, shall use its commercially reasonable efforts not be deemed to obtainconstitute a Transfer of this Lease nor shall the holder of any Leasehold Mortgage, as such, be deemed a non-disturbance agreement from any Transferee of this Lease so as to require such Leasehold Mortgagee, in favor as such, to assume the performance of Lessor any of the terms, covenants or conditions on the part of Tenant to be performed hereunder. Xxxxxxxx and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and Xxxxxx further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee agree to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder.following:

Leasehold Mortgages. Subject Tenant may, from time to the requirements of this Article XXtime, Lessee may assign grant to any one or encumber Lesseemore Institutional Lender providing financing or refinancing to Tenant with respect to Tenant’s interest Leasehold Interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] by Private Facilities a Leasehold Mortgage containing such terms lien encumbering Tenant’s Leasehold Interest in the Private Facilities and provisions its interest in, to and under this Lease, together with an assignment of Subleases and rents and a security interest in any Personal Property owned by Tenant, and an assignment of the Master Development Plan, the Plans and Specifications and development rights under Building Permits, as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all rightwell Tenant’s rights, title and interest acquired by in, to and under agreements with Contractors, Architects and other design building professionals and other income, receipts, revenues, issues and profits inuring to Tenant from the Project, in order to secure the repayment of such Leasehold Mortgagee financing, including interest thereon, and the performance of all of the terms, covenants and agreements to be performed or observed under all agreements executed in connection with such Leasehold Mortgage from Lessee financing or refinancing. Landxxxx xxxees that it shall be subject enter into such amendments to this Lease and to as may be reasonably requested by any Institutional Lender in furtherance thereof. Except as expressly provided by the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue terms of this Lease, no such Leasehold Mortgage, lien or security interest shall attach to Landlord’s Estate the Public Facilities Parcel, the Public Facilities or to any other property owned or leased by Landlord nor shall any such assignment affect Landlord’s interest in this Lease, or in any leases and rents or other proceeds from the Private Facilities. Lessor Tenant may have one or more Leasehold Mortgages at any time and Landlord shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding rely upon any Leasehold Mortgageenotice, and further containing such other terms and conditions as statement or request received from the holder of a Fee any Leasehold Mortgage shall reasonably request, including attornment without investigation or inquiry of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderany nature.

Leasehold Mortgages. Subject Notwithstanding anything to the requirements of contrary contained in this Article XXLease, Lessee may assign or encumber Lessee’s Tenant shall have the right, at any time and from time to time, to mortgage its leasehold interest in the Leasehold Premises on such terms, conditions and maturity as security for Tenant shall determine, and to enter into any debt or obligation and all extensions, modifications, amendments, replacements, and refinancings of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing any such terms and provisions leasehold mortgage as Lessee may, in its sole discretion, deem fit and properTenant may desire; provided, however, that all right, title the terms of any such leasehold mortgage shall expressly disclaim any interest against Landlord’s interest in the Premises and interest acquired shall absolve Landlord of any liability with respect to the financing secured by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Leaseleasehold mortgage. Lessor shall have the right to request andIn addition, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder original principal balance of the Fee Mortgage succeeds obligation secured by any one or more mortgages encumbering the Tenant’s leasehold interest exceeds the amount of the Facility Payment, plus amounts incurred to pay financing costs and to fund reserves in connection with Tenant’s arrangements to finance the Facility Payment, the terms of such mortgages shall provide that, in the event of a default under the terms thereof, the Parking Facility shall be released from the liens of such mortgages upon payment to the interest holders thereof of Lessor hereunder.an amount equal to the fair market value of the Parking Facility at the time of such default. If Tenant, or Tenant’s successors or assigns shall mortgage said leasehold interest, then as long as any such leasehold mortgage shall remain unsatisfied of record, the following provisions shall apply, notwithstanding anything to the contrary contained in this Lease, and any pertinent provisions of this Lease shall be deemed to be amended and modified to the extent necessary so as to provide as follows:

Leasehold Mortgages. Subject Notwithstanding the foregoing or anything to ------------------- the contrary contained in the Loan Documents, Lender acknowledges that Lessee has granted Leasehold Mortgages encumbering its lessee interest in and to each of the Properties under the Master Lease to the requirements of this Article XX, Lessee may assign or encumber Lessee’s interest in the Leasehold Mortgagees as security for the Leasehold Financings and Lender consents to the existence of such Leasehold Financings and such Leasehold Mortgages do not constitute a breach of Section 11.1. Borrower agrees that it will not grant any debt request for consent or obligation approval of Lessee [to an Institutional Investor] by a any additional Leasehold Mortgage containing such terms and provisions (as Lessee maydefined under the Master Lease), or, to the extent Borrower has the right to consent to or approve of same under the Master Lease, any amendment or modification of any existing Leasehold Financing or Leasehold Mortgage Document or assignment, in whole or in part, of any existing Leasehold Financing or Leasehold Mortgage Document without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and without delivery of a Rating Confirmation. Borrower represents and warrants that it has delivered to Lender true and complete copies of all Leasehold Mortgage Documents for each of the Leasehold Financings in its sole discretionpossession which Leasehold Mortgage Documents as of April 20, deem fit and proper; provided2001 constituted and, howeverto Borrower's knowledge, that currently constitute all rightof the material documents evidencing and/or securing the Leasehold Financings and, title and interest acquired by such Leasehold Mortgagee under to Borrower's knowledge, (a) same have not been amended or modified except pursuant to any amendment or modification delivered to Lender, (b) such Leasehold Mortgage from Lessee shall be subject to this Lease Documents are in full force and to the rights effect and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder(c) no defaults exist thereunder.

Leasehold Mortgages. Subject Tenant, and its successors, subtenants and assigns permitted hereunder, shall have the right to mortgage and pledge its interesttheir respective interests in this Lease (“Leasehold Mortgage”) to any bank, trust company or national banking association, acting for its own account or in a fiduciary capacitya lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this Article XXsectionSection 20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, Lessee may assign or encumber Lessee’s interest by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold as security for any debt or obligation Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of Lessee [this Lease, and at all times shall be inferior and subject to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all the prior right, title and interest acquired by of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property or Facility Premises be subordinate to any Leasehold Mortgage. A notice of each Leasehold Mortgage shall be delivered to the Landlord specifying the name and address of such Leasehold Mortgagee under to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (30) days of such mortgage being recorded. So long as anyIf Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage from Lessee shall be subject to this Lease remain unsatisfied of record and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor Tenant shall have the right properly delivered notice to request and, Lessee shall use its commercially reasonable efforts Landlord in compliance with Section 20(b) hereof with respect to obtain, a non-disturbance agreement from any such Leasehold Mortgagee, in favor the following provisions shall apply with respect to such Leasehold Mortgagee: Landlord, upon serving upon Tenant any notice of Lessor and aan Event of Default or any holder of a Fee Mortgage, confirming that other notice under the provisions of this Lease, including shall also serve a copy of such notice upon Leasehold Mortgagee, and no notice shall be deemed to have been duly given as to the provisions Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee notice and opportunity to cure as provided in this Lease. Any Leasehold Mortgagee, in case there shall be a Tenant Default under this Lease, shall have the right to remedy such Tenant Default (or cause the same to be remedied) within thirty (30) days after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of Leasehold Mortgagee as if the same had been made by Tenant. Any provision of this Lease to the contrary notwithstanding, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a non-monetary Tenant Default which cannot be cured by the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord will not terminate this Lease without first giving to the Leasehold Mortgagee reasonable time within which to obtain possession of the Premises, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease with diligence and without unreasonable delay. The Landlord agrees that upon acquisition of Tenant’s interest under this Lease by a Leasehold Mortgagee and performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to terminate this Lease shall be waived with respect to the matters which have been cured by the Leasehold Mortgagee and with respect to the Incurable Lease Defaults. Notwithstanding anything to the contrary set forth in this Section 20.220(b),20(c), will Leasehold Mortgagee shall have the right, but shall not be honored obligated, to remedy any Tenant Default under this Lease. It shall be a condition precedent to any assignment or transfer of this Lease by and binding upon foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Lease), that upon becoming the legal owner and further containing holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof. , judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. In the event of the termination of this Lease prior to the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including counsel fees, court costs and disbursements incurred by Landlord in connection with such defaults and termination, the recovery of possession of the Premises, and the preparation, execution and delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or its nominee(s) shall request and certify in writing to Landlord that it intends to perform the obligations of Tenant as and to the extent required hereunder, Landlord shall execute and deliver to the Leasehold Mortgagee or such nominee(s) such new lease which shall be for the balance of the remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the holder original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee(s) within ninety (90) days after the receipt by Landlord of a Fee Mortgage such written notice. The Leasehold Mortgagee or its nominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall reasonably requesthave been effectively terminated to the date of the execution and delivery of such new lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including attornment of Lessee without limitation, FedEx or UPS, in each case addressed to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds Leasehold Mortgagee at its address provided to the interest of Lessor hereunderLandlord.

Leasehold Mortgages. Subject to the requirements of this Article XX, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its Use commercially reasonable efforts to obtainobtain and deliver to the Administrative Agent (unless waived or extended by the Administrative Agent in it sole discretion) the property owner's consent to the granting of a leasehold mortgage (each a "LEASEHOLD MORTGAGE") and a memorandum lease in recordable form (each a "Memorandum of Lease") with respect to the Real Property leased locations at Pavilion Shopping Center, 10000 Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxx and 20000 Xxxxx Xxxxx Xxxx, Xxxxx Xxxxx, XX (each a non-disturbance agreement from any "LEASEHOLD MORTGAGED PROPERTY"). In the event both a consent to Leasehold MortgageeMortgage and Memorandum of Lease are obtained with respect a Leasehold Mortgaged Property, the applicable Credit Party shall thereafter, deliver to the Administrative Agent a Leasehold Mortgage with respect to each of the Leasehold Mortgaged Properties in favor of Lessor the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Credit Party that is the owner of or holder of any interest in such property subject to a Mortgage, and otherwise in form for recording in the recording office of each applicable political subdivision where each such property subject to a Mortgage is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under Applicable Law, and such financing statements and any holder other instruments necessary to grant a mortgage lien under the laws of a Fee Mortgageany applicable jurisdiction, confirming that the provisions all of this Lease, including the provisions of this Section 20.2, will which shall be honored by in form and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall substance reasonably request, including attornment of Lessee satisfactory to the holder Administrative Agent. The failure of the Fee applicable Credit Party to obtain either the Leasehold Mortgage or Memorandum of Lease in accordance with this paragraph shall not be an Event of Default under the event Credit Agreement provided commercially reasonable efforts to obtain the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderforegoing have been used.

Leasehold Mortgages. Subject Tenant, and its successors, subtenants and assigns permitted hereunder shall have the right to mortgage and pledge their respective interests in this Lease (“Leasehold Mortgage”) to a lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this Article XXSection 20.20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, Lessee may assign or encumber Lessee’s interest by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold as security for any debt or obligation Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of Lessee [this Lease, and at all times shall be inferior and subject to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all the prior right, title and interest acquired by of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property or Facility Premises be subordinate to any Leasehold Mortgage. A notice of each Leasehold Mortgage shall be delivered to the Landlord specifying the name and address of such Leasehold Mortgagee under to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (30) days of such mortgage being recorded. If Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage from Lessee shall be subject to this Lease remain unsatisfied of record and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor Tenant shall have the right properly delivered notice to request and, Lessee shall use its commercially reasonable efforts Landlord in compliance with Section 20(b) hereof with respect to obtain, a non-disturbance agreement from any such Leasehold Mortgagee, in favor the following provisions shall apply: Landlord, upon serving upon Tenant any notice of Lessor and an Event of Default or any holder of a Fee Mortgage, confirming that other notice under the provisions of this Lease, shall also serve a copy of such notice upon Leasehold Mortgagee, and no notice shall be deemed to have been duly given as to the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee notice and opportunity to cure as provided in this Lease. Any Leasehold Mortgagee, in case there shall be a Tenant Default under this Lease, shall have the right to remedy such Tenant Default (or cause the same to be remedied) within thirty (30) days after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of Leasehold Mortgagee as if the same had been made by Tenant. Any provision of this Lease to the contrary notwithstanding, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a non-monetary Tenant Default which cannot be cured by the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord will not terminate this Lease without first giving to the Leasehold Mortgagee reasonable time within which to obtain possession of the Premises, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease with diligence and without unreasonable delay. The Landlord agrees that upon acquisition of Tenant’s interest under this Lease by a Leasehold Mortgagee and performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to terminate this Lease shall be waived with respect to the matters which have been cured by the Leasehold Mortgagee and with respect to the Incurable Lease Defaults. Notwithstanding anything to the contrary set forth in this Section 20(c),20(c), Leasehold Mortgagee shall have the right, but shall not be obligated, to remedy any Tenant Default under this Lease. It shall be a condition precedent to any assignment or transfer of this Lease by foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Lease), that upon becoming the legal owner and holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof, judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. In the event of the termination of this Lease prior to the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including counsel fees, court costs and disbursements incurred by Landlord in connection with such defaults and termination, the recovery of possession of the Premises, and the preparation, execution and delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or its nominee(s) shall request and certify in writing to Landlord that it intends to perform the obligations of Tenant as and to the extent required hereunder, Landlord shall execute and deliver to the Leasehold Mortgagee or such nominee(s) such new lease which shall be for the balance of the remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee(s) within ninety (90) days after the receipt by Landlord of such written notice. The Leasehold Mortgagee or its nominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall have been effectively terminated to the date of the execution and delivery of such new lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Leasehold Mortgagee at its address provided to Landlord. The City, acting by and through the City Representative, shall, at the request of the Tenant made from time to time and at any time, enter into a lender’s rights agreement with any Leasehold Mortgagee identified by the Tenant, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to the City and consistent with the terms and provisions contained in this Section 20.20. Within twenty (20) days of the Tenant’s request for a lender’s rights agreement pursuant to the provisions of this Section 20.220,20, will be honored time being of the essence, the City, acting by and binding upon any through the City Representative, shall execute and deliver to the Tenant such a lender’s rights agreement benefiting the identified Leasehold Mortgagee, which executed lender’s rights agreement shall be in a form and further containing substance that are reasonably acceptable to the City and such other Leasehold Mortgagee and that is consistent with, and at the option of such Leasehold Mortgagee incorporates, the terms and conditions as provisions of this Section 20.20. Tenant agrees to pay for the holder City’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Landlord agrees to negotiate in good faith and execute modifications to this Section 2020 and related provisions of a Fee Mortgage shall reasonably requestthis Lease, including attornment of Lessee to the holder of the Fee Mortgage which Landlord has accepted in its reasonable discretion, with each Leasehold Mortgagee (or prospective Leasehold Mortgagee) in the event the holder of the Fee Mortgage succeeds that such Leasehold Mortgagee desires changes to the interest of Lessor hereunderprovisions as currently stated.

Leasehold Mortgages. Subject Tenant, and its successors, subtenants and assigns permitted hereunder shall have the right to mortgage and pledge their respective interests in this Lease (“Leasehold Mortgage”) to a lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this Article XXSection 20. Landlord and Xxxxxx expressly intend and agree that the provisions of this Section 20 and such other provisions of this Lease which, Lessee may assign or encumber Lessee’s interest by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold as security for any debt or obligation Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of Lessee [this Lease, and at all times shall be inferior and subject to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all the prior right, title and interest acquired by of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property or Facility Premises be subordinate to any Leasehold Mortgage. A notice of each Leasehold Mortgage shall be delivered to the Landlord specifying the name and address of such Leasehold Mortgagee under to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests within thirty (30) days of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereundermortgage being recorded.

Leasehold Mortgages. Subject Tenant shall be responsible for funding the entire cost of, and securing all financing required, in order to complete Relocation Process and the Pre-Occupancy Work in accordance with the Architectural Plans and the Site Plan. Landlord hereby consents to the requirements encumbrance of Tenant’s leasehold estate created under this Article XXLease, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all rightthe fee simple ownership interest of Landlord to the Leased Premises shall be prior, superior and paramount to the lien of any mortgage which may now or hereafter affect the leasehold interest of Tenant in and to the Leased Premises, or any part thereof (a “Leasehold Mortgage”). Tenant acknowledges and understands that, under no circumstances, will any party providing financing for the Pre-Occupancy Work or any Post-Occupancy Work be permitted to encumber in any manner by lien of a mortgage, security agreement or other encumbrance, Landlord’s fee simple title and interest to the Leased Premises. All rights acquired by such Leasehold Mortgagee under such any Leasehold Mortgage from Lessee shall be subject and subordinate to the terms of this Lease and to the all rights and interests of Lessor herein Landlord hereunder, and shall incorporate all relevant terms and requirements contained herein, including, without limitation, a statement that the lender disclaims any interest or lien against Landlord’s fee simple interest in the Leased Premises thereon, a statement that insurance proceeds from casualty or proceeds from condemnation or payments in lieu thereof shall be used for the repair or rebuilding of the House and Site Improvements if so required by this Lease and not to the rights repayment of any holder of a Fee Mortgage arising under or by virtue of Lender (except as expressly set forth in this Lease. Lessor ), and a statement that Landlord shall have no liability whatsoever in connection with the right to request andfinancing under the agreement, Lessee shall use its commercially reasonable efforts to obtainnotes, and security instruments executed, delivered and/or recorded in connection with such financing. If Tenant, or Tenant’s permitted successors or assigns enter into a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that and Tenant provides Landlord with Notice of the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold MortgageeMortgage, and further containing such the Notice includes a copy of the Leasehold Mortgage or other terms security instrument recorded on the Land Records and conditions as the holder name and address of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Leasehold Mortgage, then so long as the Leasehold Mortgage in remains unsatisfied of record, the event the holder of the Fee Mortgage succeeds following provisions shall apply, notwithstanding anything to the interest contrary set forth in this Lease, and any pertinent provisions of Lessor hereunderthis Lease shall be deemed to be amended and modified to the extent necessary so as to provide as follows.

Leasehold Mortgages. Subject Tenant and every successor and assign of Tenant is hereby given the right (exercisable at any time and from time to time during the requirements of Principal Term) by Landlord, to mortgage their interests in this Article XXLease, Lessee may under one or more leasehold mortgages) to parties who are not Tenant Affiliates and who are institutional-type lenders (including, without limitation, banks, savings and loan associations, insurance companies and mortgage investments trusts), and to assign or encumber Lessee’s interest in the Leasehold this Lease, and all subleases), as collateral security for any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee mayleasehold mortgages), in its sole discretion, deem fit and proper; provided, however, upon the condition that all right, title and interest rights acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee leasehold mortgages) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease Agreement, and to the all rights and interests of Lessor herein and to the rights Landlord in this Lease Agreement, none of any holder which covenants, conditions or restrictions is or shall be waived by Landlord by reason of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right given to request andTenant to mortgage Tenant's interest in this Lease Agreement, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, except as expressly provided in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.236. If Tenant desires to mortgage its interest under this Lease to a leasehold mortgagee who is not an institutional type investor then, will be honored by as long as such proposed leasehold mortgagee is not a Tenant Affiliate, the Landlord agrees not unreasonably to withhold or delay its approval of such leasehold mortgagee. If Tenant and/or Tenant's successors and binding upon any Leasehold Mortgagee, assigns shall mortgage this leasehold and further containing such other terms and conditions as if the holder of any such leasehold mortgage shall send to Landlord notice specifying the name and address of such holder and the pertinent recording data with respect to its leasehold mortgage, and if such holder shall have been approved by Landlord as aforesaid, then Landlord agrees that the following provisions shall apply to each leasehold mortgage with respect to which such conditions are met (each being herein called a Fee "Leasehold Mortgage"), so long as such Leasehold Mortgage shall reasonably request, including attornment remain unsatisfied of Lessee to record or until notice of satisfaction of such Leasehold Mortgage is given by the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder.Landlord:

Leasehold Mortgages. Subject Notwithstanding anything to the requirements contrary contained in this Lease, Tenant shall have the right, at any time and from time to time, without being required to obtain Landlord’s consent, to mortgage, pledge as security or otherwise encumber for security purposes the leasehold interest herein demised on such terms, conditions and maturity as Tenant shall determine, and to enter into any and all extensions, modifications, amendments, replacements(s), and refinancing(s) of any such leasehold mortgage as Tenant may desire. Any such lender, secured party or pledgee and any then holder of any leasehold mortgage, security or pledge may be referred to in this Lease as “Leasehold Mortgagee.” Upon Xxxxxx’s request, Landlord shall make such changes or modifications to this Lease, with the exception of those provisions of this Article XXLease concerning the Base Rent and the length of the Term, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for are reasonably requested by any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under to facilitate the mortgaging of the leasehold estate. Landlord shall execute such instruments as may be required by each Leasehold Mortgage from Lessee shall be subject Mortgagee in order to this Lease and to subordinate the rights and interests interest of Lessor herein and Landlord to the rights lien of any holder each mortgage; however, in no event shall Landlord be required to subordinate its fee simple title in the land to such Leasehold Mortgagee. At the request of a Fee Mortgage arising under Tenant or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, Landlord shall enter into a Landlord’s Consent and Agreement containing language substantially similar to that set forth in favor this Section 21, or otherwise as shall be mutually satisfactory to Landlord and such Leasehold Mortgagee. If Xxxxxx, or Xxxxxx’s successors or assigns, shall mortgage said leasehold interest then, as long as any such leasehold mortgage shall remain unsatisfied of Lessor record, the following provisions shall apply, notwithstanding anything to the contrary contained in this Lease, and any holder of a Fee Mortgage, confirming that the pertinent provisions of this Lease, including the provisions of this Section 20.2, will Lease shall be honored by deemed to be amended and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee modified to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds extent necessary so as to the interest of Lessor hereunder.provide as follows:

Leasehold Mortgages. Subject 29.1 C-I Arlington will be entitled, at any time and from time to time, without the requirements City's consent, and on terms and conditions determined by C-I Arlington to be appropriate, to mortgage, pledge, grant deed(s) of trust, or otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title, and interest of C-I Arlington under this Article XXParking Lease, Lessee may assign and to assign, hypothecate, or encumber Lessee’s interest in the Leasehold pledge it as security for the payment of any debt to any holder of a promissory note or obligation other evidence of Lessee [indebtedness (such notes, mortgages, deeds of trust, and other documents evidencing and securing such loans hereinafter referred to an Institutional Investor] by as a "Leasehold Mortgage" and a holder of a Leasehold Mortgage containing such as a "Leasehold Mortgagee"), all of which shall be subordinate to the City's interest under this Agreement. After the execution and recordation of any Leasehold Mortgage, C-I Arlington or the Leasehold Mortgagee must notify the City in writing that a Leasehold Mortgage has been given and executed by C-I Arlington and must furnish the City with the address to which copies of notices should be mailed. The City agrees that it will thereafter give to the Leasehold Mortgagee, at the address so given, duplicate copies of any and all notices in writing that the City may from time to time give or serve upon C-I Arlington under and pursuant to the terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such of this Parking Lease. The Leasehold Mortgagee will have the same cure rights available to C-I Arlington with respect to any alleged failure by C-I Arlington to perform under this Parking Lease; and if the alleged failure is cured in accordance with the provisions of this Parking Lease, then the City will accept such cure tendered by the Leasehold Mortgagee. No Leasehold Mortgagee will be or become liable to the City as an assignee of this Parking Lease or otherwise until it expressly assumes such liability in writing, and no assumption may be inferred or result from foreclosure or other appropriate proceedings in the nature thereof, or, as the result of any other action or remedy provided for by any Leasehold Mortgage or other instrument executed in connection with the Leasehold Mortgage or from Lessee shall be subject a conveyance from C-I Arlington pursuant to this Lease and to which the purchaser at foreclosure (or grantee or transferee in lieu thereof) acquires the rights and interests of Lessor herein and to C-I Arlington under the rights of any holder of a Fee Mortgage arising under or by virtue terms of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Parking Lease, including provided the provisions obligations of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderC-I Arlington are fulfilled.

Leasehold Mortgages. Subject A. Notwithstanding any other provision hereof to the requirements of this Article XXcontrary, Lessee may assign Tenant shall have the right, from time to time, to convey or encumber Lesseeby mortgage, deed to secure debt, deed of trust, or similar financing instrument, Tenant’s leasehold estate and interest in and to the Demised Premises or any part thereof (each such leasehold mortgage, deed to secure debt, deed of trust, or other financing instrument being hereinafter referred to as a “Leasehold Mortgage” and the holder thereof as security for any debt or obligation of Lessee [to an Institutional Investor] by a “Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, Mortgagee”) provided that all right, title and interest the rights acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee mortgage shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to the all rights and interests interest of Lessor herein Landlord herein, none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given to so mortgage such interest in this Lease, except as expressly provided herein. The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Lease nor shall the rights Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Lease so as to require such Leasehold Mortgagee to assume the performance of any holder of a Fee Mortgage arising under the covenants or by virtue agreements on the part of this LeaseTenant to be performed hereunder. Lessor Tenant shall also have the right from time to request andtime to obtain financing by a “sale and leaseback” of Tenant’s leasehold interest hereunder (i.e., Lessee shall use its commercially reasonable efforts an assignment of Tenant’s leasehold estate under this Lease simultaneously with or subsequent to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder the making of a Fee Mortgagesublease of all of the Demised Premises to Tenant). If Tenant shall enter into any such financing arrangement, confirming that it shall deliver to Landlord true and complete copies of the provisions instruments effecting such transaction within thirty (30) days of this Lease, including their execution. Simultaneously with the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee delivery to the holder Landlord of the Fee Mortgage in the event the holder aforesaid instruments effecting such transaction, Tenant shall also give Landlord notice of the Fee Mortgage succeeds to name and address of the interest of Lessor hereunderparty providing such financing.

Leasehold Mortgages. Subject to the requirements of this Article XX, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] Investor by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder.

Leasehold Mortgages. Subject (a) The parties agree that Lessor shall be permitted to the requirements of this Article XX, Lessee may assign or encumber Lessee’s mortgage its fee interest in the Improvements, its interest as lessee under the Ground Lease and its interest as lessor under this Lease(each, a "Leasehold as security for Mortgage"), provided that (i) any debt or obligation of Lessee [to an Institutional Investor] by a such Leasehold Mortgage containing shall encumber all such interests of Lessor in the Premises, and (ii) to the extent required by the holder of any Fee Mortgage (each, a "Fee Mortgagee"), the holder of any such Leasehold Mortgage (each, a "Leasehold Mortgagee"), shall consent and enter into an agreement with such Fee Mortgagee pursuant to which a lockbox or other similar arrangement is established for the collection of all rents due from any Subtenant (a "Lockbox"), which agreement shall contain provisions consistent with the terms described on SCHEDULE E annexed hereto and made a part hereof, and which shall in all other respects be reasonably acceptable to the Fee Mortgagee and the Leasehold Mortgagee. This Lease shall be subject and subordinate to the terms and provisions as Lessee mayof, in its sole discretionand the lien of, deem fit and proper; provided, however, that all right, title and interest acquired by any such Leasehold Mortgagee under Mortgage, provided that (i) such Leasehold Mortgage from Lessee contains an express provision to the effect that, if there shall be subject to this Lease and to a foreclosure of the rights and interests of Lessor herein and to Leasehold Mortgage, the rights of any holder of a Fee such Leasehold Mortgage arising will not evict Lessee, disturb Lessee's possession under or by virtue of this Lease. Lessor shall have the right to request and, Lessee shall use its commercially reasonable efforts to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgageeor terminate or disturb Lessee's leasehold estate or rights hereunder, and further containing will recognize Lessee as the direct tenant of such other holder on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default shall have occurred and be continuing hereunder, or (ii) Lessee shall obtain a separate subordination, non-disturbance and attornment agreement from the holder of a Fee Mortgage such Leasehold Mortgage, which agreement may be conditioned upon conditions then ordinary and customary in subordination, non-disturbance and attornment agreements entered into by lenders at that time. If, in connection with the financing of the Premises by Lessor, any lending institution shall reasonably requestrequest reasonable modifications of this Lease that do not increase Lessee's monetary obligations under this Lease, including attornment or materially adversely affect or diminish the rights, or materially increase the other obligations of Lessee to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderunder this Lease, Lessee shall make such modifications.

Leasehold Mortgages. Subject Tenant, and its successors, subtenants and assigns permitted hereunder, shall have the right to mortgage and pledge its interesttheir respective interests in this Lease (“Leasehold Mortgage”) to any bank, trust company or national banking association, acting for its own account or in a fiduciary capacitya lender who is not affiliated with Tenant (“Leasehold Mortgagee”) and in and to the improvements constituting the Facility, in accordance with and subject to the terms, conditions, requirements and limitations of this Article XXsectionSection 20. Landlord and Tenant expressly intend and agree that the provisions of this Section 2020 and such other provisions of this Lease which, Lessee may assign or encumber Lessee’s interest by their terms, are for the benefit of Leasehold Mortgagees, are intended for the benefit of and enforceable by such Leasehold Mortgagees and their respective nominees, designees, successors and assigns. Notwithstanding anything in this Lease to the contrary, all Leasehold as security for any debt or obligation Mortgages shall be expressly subordinate and subject to the terms, covenants and conditions of Lessee [this Lease, and at all times shall be inferior and subject to an Institutional Investor] by a Leasehold Mortgage containing such terms and provisions as Lessee may, in its sole discretion, deem fit and proper; provided, however, that all the prior right, title and interest acquired by of Landlord herein. Notwithstanding anything to the contrary set forth in this Lease, in no event shall the fee interest in the Property or Facility Premises be subordinate to any Leasehold Mortgage. A notice of each Leasehold Mortgage shall be delivered to the Landlord specifying the name and address of such Leasehold Mortgagee under to which notices shall be sent. Landlord shall be furnished a copy of each such recorded Leasehold Mortgage within thirty (30) days of such mortgage being recorded. So long as anyIf Tenant, or Tenant’s successors or assigns, shall mortgage this Lease, then so long as any such Leasehold Mortgage from Lessee shall be subject to this Lease remain unsatisfied of record and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor Tenant shall have the right properly delivered notice to request and, Lessee shall use its commercially reasonable efforts Landlord in compliance with Section 20(b) hereof with respect to obtain, a non-disturbance agreement from any such Leasehold Mortgagee, in favor the following provisions shall apply with respect to such Leasehold Mortgagee: Landlord, upon serving upon Tenant any notice of Lessor and aan Event of Default or any holder of a Fee Mortgage, confirming that other notice under the provisions of this Lease, shall also serve a copy of such notice upon Leasehold Mortgagee, and no notice shall be deemed to have been duly given as to the Leasehold Mortgagee unless and until a copy thereof has been so served upon the Leasehold Mortgagee. Landlord’s furnishing a copy of such notice to Leasehold Mortgagee shall not in any way affect or become a condition precedent to the effectiveness of any notice given or served upon Tenant, provided, that Landlord may not terminate this Lease or exercise any remedies against Tenant without first giving such Leasehold Mortgagee notice and opportunity to cure as provided in this Lease. Any Leasehold Mortgagee, in case there shall be a Tenant Default under this Lease, shall have the right to remedy such Tenant Default (or cause the same to be remedied) within thirty (30) days after notice to Leasehold Mortgagee of such Tenant Default (which will be after expiration of all Tenant notice and cure periods), provided, however, that if such failure is of such nature that it cannot be corrected within such thirty (30) day period, such failure shall not constitute a Tenant Default so long as (x) curative action reasonably satisfactory to Landlord is instituted within such period and diligently and continuously pursued to completion thereafter and (y) periodic progress reports thereon are delivered to Landlord, and Landlord shall accept such performance by or at the instance of Leasehold Mortgagee as if the same had been made by Tenant. Any provision of this Lease to the contrary notwithstanding, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a "“mortgagee in possession"” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this Lease. The Landlord agrees that, in the event of a non-monetary Tenant Default which cannot be cured by the Leasehold Mortgagee pursuant to paragraph (ii), above, without obtaining possession of the Premises, the Landlord will not terminate this Lease without first giving to the Leasehold Mortgagee reasonable time within which to obtain possession of the Premises, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Tenant’s interest under this Lease with diligence and without unreasonable delay. The Landlord agrees that upon acquisition of Tenant’s interest under this Lease by a Leasehold Mortgagee and performance by the Leasehold Mortgagee of all covenants and agreements of Tenant, except those which by their nature cannot be performed or cured by any person other than the then Tenant which has defaulted (“Incurable Lease Defaults”), the Landlord’s right to terminate this Lease shall be waived with respect to the matters which have been cured by the Leasehold Mortgagee and with respect to the Incurable Lease Defaults. Notwithstanding anything to the contrary set forth in this Section 20(b),20(c), Leasehold Mortgagee shall have the right, but shall not be obligated, to remedy any Tenant Default under this Lease. It shall be a condition precedent to any assignment or transfer of this Lease by foreclosure of any Leasehold Mortgagee, deed-in-lieu thereof or otherwise to any third-party (unrelated to Leasehold Mortgagee or any entity or institution comprising Leasehold Mortgagee) purchaser in any such foreclosure proceedings (any such transferee of the Lease), that upon becoming the legal owner and holder of this Lease shall execute an agreement pursuant to which such lease transferee agrees to assume all obligations of Tenant under this Lease first arising from and after such foreclosure or deed-in-lieu thereof. , judicial sale or other transfer and shall be responsible to timely cure any then uncured continuing Tenant Default. In the event of the termination of this Lease prior to the expiration of the Term, whether by summary proceedings to dispossess, service of notice to terminate, or otherwise, due to a Tenant Default, Landlord shall serve upon Leasehold Mortgagee written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, under this Lease then known to Landlord. Leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of Leasehold Mortgagee, delivered to Landlord within thirty (30) days after service of such notice that the Lease has been terminated to Leasehold Mortgagee, Landlord shall enter into a new lease of the Premises with Leasehold Mortgagee or its designee as follows: Such new lease shall be entered into within thirty (30) days of such Leasehold Mortgagee’s written request at the sole cost of Leasehold Mortgagee or such designee, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the term of this Lease and at the rent and upon all the terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease which is reasonably susceptible of being performed by such tenant. Upon the execution of such new lease, the new tenant named therein shall pay any and all rent and other sums which would at the time of the execution thereof be due under this Lease but for such termination and shall pay all expenses, including counsel fees, court costs and disbursements incurred by Landlord in connection with such defaults and termination, the recovery of possession of the Premises, and the preparation, execution and delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. If this Lease is (a) rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving Tenant (such proceeding, a “Bankruptcy Proceeding”) or (b) terminated as a result of any Bankruptcy Proceeding and, if within ninety (90) days after such rejection or termination, the Leasehold Mortgagee or its nominee(s) shall request and certify in writing to Landlord that it intends to perform the obligations of Tenant as and to the extent required hereunder, Landlord shall execute and deliver to the Leasehold Mortgagee or such nominee(s) such new lease which shall be for the balance of the remaining term under the original Lease before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the original Lease (except for any requirements which have been fulfilled by Tenant prior to such rejection or termination). The new lease shall be executed by Landlord and the Leasehold Mortgagee or its nominee(s) within ninety (90) days after the receipt by Landlord of such written notice. The Leasehold Mortgagee or its nominee(s) shall, at the time of the execution and delivery of such new ground lease, pay to Landlord all sums which would have become payable hereunder by Tenant to Landlord between the date that this Lease shall have been effectively terminated to the date of the execution and delivery of such new lease had this Lease not terminated. References herein as to this "“Lease"” shall be deemed also to refer to such new lease. Any notice or other communication which Landlord shall desire or is required to give to or serve upon Leasehold Mortgagee shall be in writing and shall be served by either (A) certified mail, or (B) overnight delivery service, including without limitation, FedEx or UPS, in each case addressed to Leasehold Mortgagee at its address provided to Landlord. Simultaneously with the giving to Tenant of any process in any action or proceeding brought for foreclosure of a Leasehold Mortgage or any notice of (i) default or acceleration under a Leasehold Mortgage, (ii) a matter on which such a default or acceleration may be predicated or claimed, (iii) a foreclosure of a Leasehold Mortgage, or (iv) a condition which if continued may lead to such foreclosure, the Leasehold Mortgagee will deliver duplicate copies thereof to the Landlord by certified mail or overnight delivery service. The City, acting by and through the City Representative, shall, at the request of the Tenant made from time to time and at any time, enter into a lender’s rights agreement with any Leasehold Mortgagee identified by the Tenant, which lender’s rights agreement shall be in a form and substance that is reasonably acceptable to the City and consistent with the terms and provisions contained in this Section 20.20. Within twenty (20) days of the Tenant’s request for a lender’s rights agreement pursuant to the provisions of this Section 20.220,20, will be honored time being of the essence, the City, acting by and binding upon any through the City Representative, shall execute and deliver to the Tenant such a lender’s rights agreement benefiting the identified Leasehold Mortgagee, which executed lender’s rights agreement shall be in a form and further containing substance that are reasonably acceptable to the City and such other Leasehold Mortgagee and that is consistent with, and at the option of such Leasehold Mortgagee incorporates, the terms and conditions as provisions of this Section 20.20. Tenant agrees to pay for the holder City’s reasonable attorneys’ fees expended in connection with any lender’s rights agreement. Landlord agrees to negotiate in good faith and execute modifications to this Section 20 and related provisions of a Fee Mortgage shall reasonably requestthis Lease, including attornment of Lessee to the holder of the Fee Mortgage which Landlord has accepted in its reasonable discretion, with each Leasehold Mortgagee (or prospective Leasehold Mortgagee) in the event the holder of the Fee Mortgage succeeds that such Leasehold Mortgagee desires changes to the interest of Lessor hereunderprovisions as currently stated.

Leasehold Mortgages. Subject to Notwithstanding the requirements terms of this Article XXSection 5.12, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] by a Leasehold Mortgage containing such terms Tenant, and provisions as Lessee mayits successors and assigns, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under such Leasehold Mortgage from Lessee shall be subject to this Lease and to the rights and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of this Lease. Lessor shall have the right to request andmortgage, Lessee shall use its commercially reasonable efforts pledge or conditionally assign this Lease to obtain, a non-disturbance agreement from any Leasehold Mortgagee, in favor of Lessor and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including Mortgagees subject to the provisions of this Section 20.28. Tenant shall provide the Landlord with written notice of any such Leasehold Mortgage or any refinancing of the Leased Premises at least thirty (30) days prior to the closing of any such transaction. The making of a mortgage under the prior paragraph shall not be deemed to constitute an assignment, will nor shall any mortgagee under such a mortgage not in actual possession of the Leased Premises be honored deemed an assignee of the leasehold estate created hereby, so as to require such mortgagee to assume the obligations of Tenant hereunder, but a mortgagee in actual possession and the purchaser at any sale of the leasehold estate created hereby upon foreclosure of a mortgage given in accordance with the prior paragraph, or the assignee of Tenant’s interest under this Lease pursuant to an assignment in lieu of such foreclosure, shall be deemed to be an assignee of Tenant (but no consent by the Landlord to such assignment or transfer shall be required) and binding upon any Leasehold Mortgagee, and further containing such other subject to the terms and conditions of this Section 8, shall be deemed to have assumed the obligations of Tenant hereunder arising from and after the date of taking actual possession or of such purchase or assignment. If a mortgagee (or nominee) who has so assumed the obligations of Tenant hereunder thereafter assigns its interests in this Lease (or in any new lease as provided in Section 8.3.5) to an assignee who assumes the obligations of Tenant hereunder (or under the new lease, as the holder case may be), such mortgagee (or nominee), shall be relieved of the obligations of Tenant arising after such assignment and assumption. A conditional assignment of Xxxxxx’s interest in this Lease to a Fee Mortgage mortgagee as security for a mortgage granted in accordance with the prior paragraph shall reasonably request, including attornment not constitute an assumption of Lessee liability by the mortgagee of Tenant’s obligations hereunder until the date of such mortgagee’s taking of actual possession pursuant to the holder exercise of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunderits rights under such conditional assignment.

Leasehold Mortgages. Subject Tenant and its Subtenants may, with notice to the requirements of this Article XXLandlord, Lessee may assign or encumber Lessee’s interest in the Leasehold as security for any debt or obligation of Lessee [to an Institutional Investor] Estate by a Leasehold Mortgage containing such terms and provisions as Lessee mayto secure any Financing permitted pursuant to Section 16.2 above, in its sole discretion, deem fit and proper; provided, however, that all right, title and interest acquired by such Leasehold Mortgagee under but each such Leasehold Mortgage from Lessee and all other related loan documents entered into as part of such Leasehold Mortgage, as well as any renewals, extensions, amendments, modifications, and supplements thereof (collectively, “Leasehold Financing Documents”) shall be subject to this Lease each and to all of the rights covenants, conditions, obligations, and interests of Lessor herein and to the rights of any holder of a Fee Mortgage arising under or by virtue of restrictions set forth in this Lease. Lessor None of the covenants, conditions, obligations and restrictions are or shall have be waived by Landlord by reason of the right rights given to request andTenant under this Section 16.3. The execution and delivery of any Leasehold Mortgage, Lessee in and of itself, shall use its commercially reasonable efforts not be deemed to obtainconstitute a Transfer of this Lease nor shall the holder of any Leasehold Mortgage, as such, be deemed a non-disturbance agreement from any Transferee of this Lease so as to require such Leasehold Mortgagee, in favor as such, to assume the performance of Lessor any of the terms, covenants or conditions on the part of Tenant to be performed hereunder. Landlord and any holder of a Fee Mortgage, confirming that the provisions of this Lease, including the provisions of this Section 20.2, will be honored by and binding upon any Leasehold Mortgagee, and Tenant further containing such other terms and conditions as the holder of a Fee Mortgage shall reasonably request, including attornment of Lessee agree to the holder of the Fee Mortgage in the event the holder of the Fee Mortgage succeeds to the interest of Lessor hereunder.following: