Common use of Subordination Non Disturbance Clause in Contracts

Subordination Non Disturbance. This Lease and the Tenant’s rights shall, at the option of the Landlord, be subject to and subordinate to any Freehold Mortgage or any part thereof now or in the future in accordance with the terms of this Section. [NTD: Cascades only: The Landlord shall cause the Cascades Lands Strata Lots Landlord’s Assignment to be acknowledged in writing by the Freehold Mortgagee, and to cause such Freehold Mortgagee to agree to be bound by Cascades Lands Strata Lots Landlord’s Assignment] The Tenant, on Notice from the Landlord or the Freehold Mortgagee shall attorn to and become a tenant of the Freehold Mortgagee upon the same terms and conditions as are set forth in the Freehold Mortgagee’s standard form attornment agreement. The Tenant shall execute an instrument or instruments and use commercially reasonable efforts to cause its Mortgagees to execute an instrument or instruments, and the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination substantially in the form attached hereto as Schedule “G” (the “Subordination/Non-Disturbance Agreement”), with such changes as may reasonably be requested by the Freehold Mortgagee and the Tenant’s Mortgagees. To the extent required by the Tenant from time to time, so long as no Event of Default has occurred and is then continuing, the Landlord agrees to provide to any subtenant under a sublease of the Demised Premises entered into in accordance with this Lease with a landlord non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) of such sublease does not extend beyond the then scheduled expiration of the Term of this Lease, (iv) the use of the subleased premises is consistent with (and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. However, Landlord will not be responsible to pay a sublessee any tenant improvement allowances, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recovered.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach of this Lease for failing to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold Mortgagee.

Subordination Non Disturbance. This Lease Lease, and the Tenant’s rights shallof Tenant hereunder, at are and shall be subject and subordinate to the option interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to and subordinate any offsets or defenses which Tenant might have been able to any Freehold Mortgage assert against Landlord or any part thereof now or in its predecessors, if any, prior to the future in accordance with the terms date of this Section. [NTD: Cascades only: The Landlord shall cause the Cascades Lands Strata Lots such Successor Landlord’s Assignment succession to Landlord’s interest under this Lease; (iii) be acknowledged in writing by the Freehold Mortgagee, entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; and to cause such Freehold Mortgagee to agree to (iv) not be bound by Cascades Lands Strata Lots any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (v) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord’s Assignment] The Tenant, on Notice from the prior written consent. Any obligations of any Successor Landlord or the Freehold Mortgagee under its respective lease shall attorn be non-recourse as to and become a tenant any assets of the Freehold Mortgagee upon the same terms and conditions as are set forth such Successor Landlord other than its interest in the Freehold Mortgagee’s standard form attornment agreementPremises and improvements. The Tenant Promptly following the full execution of this Lease, Landlord shall execute an instrument or instruments and use diligent, commercially reasonable efforts to cause its Mortgagees to execute an instrument obtain a Non-Disturbance Agreement from any lender under any existing mortgages or instruments, and deeds of trust encumbering the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination substantially Building. Such Non-Disturbance Agreement may be embodied in the lender’s customary form attached hereto as Schedule “G” (the “Subordination/of Subordination and Non-Disturbance Agreement”). If, with such changes as may reasonably be requested by the Freehold Mortgagee and the Tenant’s Mortgagees. To the extent required by the Tenant from time to timeafter exerting diligent, so long as no Event of Default has occurred and is then continuing, the Landlord agrees to provide to any subtenant under a sublease of the Demised Premises entered into in accordance with this Lease with a landlord non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) of such sublease does not extend beyond the then scheduled expiration of the Term of this Lease, (iv) the use of the subleased premises is consistent with (and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. Howevercommercially reasonable efforts, Landlord will not be responsible is unable to pay obtain a sublessee Non-Disturbance Agreement from any tenant improvement allowancessuch lender, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recovered.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach of this Lease for failing have no further obligation to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold MortgageeTenant with respect thereto.

Subordination Non Disturbance. This The rights of Tenant hereunder are and shall be, at the election of the Mortgagee (as hereinafter defined), subject and subordinate to the lien of such mortgage, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Building, and to all advances made or hereafter to be made upon the security thereof (each, a “Mortgage”) entered into by and between Landlord and any such mortgagee and /or a beneficiary of any deed of trust or other such lien granted by Landlord (each, a “Mortgagee”); provided, however, that notwithstanding the foregoing, within sixty (60) days of the execution hereof, and as a condition precedent to Tenant’s obligations under this Lease, Landlord shall deliver to Tenant Mortgagee- and Landlord-executed and notarized nondisturbance agreements (“Nondisturbance Agreements”), in recordable form, from all current (and within sixty(60) days of Tenant’s request for all future) lessors under all ground leases or underlying leases, from all Mortgagees under all Mortgages affecting the Building, in commercially reasonable form and content, stating that so long as Tenant is not in default under any of the terms, covenants, conditions, or agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant’s rights shall, at the option nor Tenant’s possession of the Landlord, Premises will be subject to and subordinate to any Freehold Mortgage or any part thereof now or in the future in accordance with the terms of this Section. [NTD: Cascades only: The Landlord shall cause the Cascades Lands Strata Lots Landlord’s Assignment to be acknowledged in writing by the Freehold Mortgagee, and to cause such Freehold Mortgagee to agree to be bound by Cascades Lands Strata Lots Landlord’s Assignment] The Tenant, on Notice from the Landlord or the Freehold Mortgagee shall attorn to and become a tenant of the Freehold Mortgagee upon the same terms and conditions as are set forth in the Freehold Mortgagee’s standard form attornment agreement. The Tenant shall execute an instrument or instruments and use commercially reasonable efforts to cause its Mortgagees to execute an instrument or instruments, and the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination substantially in the form attached hereto as Schedule “G” (the “Subordination/Non-Disturbance Agreement”), with such changes as may reasonably be requested by the Freehold Mortgagee and the Tenant’s Mortgagees. To the extent required by the Tenant from time to time, so long as no Event of Default has occurred and is then continuing, the Landlord agrees to provide to any subtenant under a sublease of the Demised Premises entered into in accordance with this Lease with a landlord non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) of such sublease does not extend beyond the then scheduled expiration of disturbed during the Term of this LeaseLease or any extension thereof. Provided the foregoing provisions are satisfied, Tenant agrees to execute within thirty (iv30) days after request from Landlord, whatever commercially reasonable documentation may be reasonably required to further effect the use of the subleased premises is consistent with (and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. However, Landlord will not be responsible to pay a sublessee any tenant improvement allowances, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recovered.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach provisions of this Lease for failing to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold MortgageeArticle 14.

Subordination Non Disturbance. This Tenant agrees that this Lease and the Tenant’s rights shall, at the option of the Landlord, Tenant hereunder shall be subject to and subordinate to any Freehold Mortgage and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any part and all modifications, renewals, extensions, consolidations and replacements thereof and advances thereunder (collectively, “Security Documents”) which now or in hereafter constitute a lien upon or affect the Shopping Center or the Premises; provided, however, that as a condition of the effectiveness of any subordination to any future in accordance with the terms of this Section. [NTD: Cascades only: The Security Documents, Landlord shall cause provide to Tenant either (a) the Cascades Lands Strata Lots Landlord’s Assignment to be acknowledged in writing by the Freehold Mortgagee, and to cause such Freehold Mortgagee to agree to be bound by Cascades Lands Strata Lots Landlord’s Assignment] The Tenant, on Notice standard form non-disturbance agreement from the Landlord or the Freehold Mortgagee shall attorn to and become holder of such Security Documents, (b) a tenant of the Freehold Mortgagee upon the same terms and conditions as are set forth in the Freehold Mortgagee’s standard form attornment agreement. The Tenant shall execute an instrument or instruments and use commercially reasonable efforts to cause its Mortgagees to execute an instrument or instruments, and the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination non-disturbance agreement substantially in the form attached hereto as Schedule of Exhibit “GH” hereto, or (c) such other commercially reasonable non-disturbance and attornment agreement in general use at the time (individually, a “Subordination/Non-Disturbance Agreement”)) which Non-Disturbance Agreement shall provide that such holder or any successor thereof shall, with upon succeeding to Landlord’s fee interest in the Shopping Center, agree to recognize and honor the rights of Tenant under this Lease. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such changes as subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord’s estate or interest in the Shopping Center by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to landlord. Subject to the provisions of this Article, Tenant shall, within twenty (20) days of demand therefor, execute any instruments or other documents which may reasonably be requested required by Landlord or the Freehold Mortgagee holder of any Security Document and specifically shall execute, acknowledge and deliver within twenty (20) days of demand therefor a subordination of lease or subordination of deed of trust, either in the Tenant’s Mortgagees. To the extent form required by the Tenant from time to time, so long as no Event of Default has occurred and is then continuing, the Landlord agrees to provide to any subtenant under a sublease holder of the Demised Premises entered into Security Document requesting the document (and otherwise consistent with the provisions of this Article) or substantially in accordance with the form of Exhibit “H” hereto. As a condition of this Lease with Lease, Landlord shall obtain, from each holder of a landlord Security Document presently encumbering the Shopping Center, a non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) of such sublease does not extend beyond the then scheduled expiration of the Term of this Lease, (iv) the use of the subleased premises is consistent with (and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. However, Landlord will not be responsible to pay a sublessee any tenant improvement allowances, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recoveredholder’s standard form.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach of this Lease for failing to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold Mortgagee.

Subordination Non Disturbance. This Lease and the Tenant’s all ----------------------------- Lessee's rights shall, at the option of the Landlord, be under this Lease are subject to and subordinate to any Freehold Mortgage all underlying leases, trust indentures and mortgages (collectively, "Mortgages") now or hereafter placed on or affecting the Premises, or any part thereof interest therein, and all renewals, modifications, consolidations, replacements, substitutions, additions and extensions of any such Mortgages, provided that as to any Mortgage now or hereafter placed on the Premises, the holder thereof executes in recordable form and delivers to Lessee a nondisturbance agreement in which such holder agrees not to disturb Lessee's leasehold interest under this Lease and/or its rights with respect to the future in accordance with the terms of this Section. [NTD: Cascades only: The Landlord shall cause the Cascades Lands Strata Lots Landlord’s Assignment to be acknowledged in writing by the Freehold Mortgagee, and to cause such Freehold Mortgagee to agree to be bound by Cascades Lands Strata Lots Landlord’s Assignment] The Tenant, on Notice from the Landlord or the Freehold Mortgagee shall attorn to and become a tenant of the Freehold Mortgagee upon the same terms and conditions as are set forth in the Freehold Mortgagee’s standard form attornment agreement. The Tenant shall execute an instrument or instruments and use commercially reasonable efforts to cause its Mortgagees to execute an instrument or instruments, and the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination substantially in the form attached hereto as Schedule “G” (the “Subordination/Non-Disturbance Agreement”), with such changes as may reasonably be requested by the Freehold Mortgagee and the Tenant’s Mortgagees. To the extent required by the Tenant from time to time, Premises so long as no Event of Default material default hereunder has occurred and is then continuing, . This provision regarding subordination shall be effective upon the Landlord agrees to provide to any subtenant under a sublease recording of the Demised Premises entered into in accordance with this Lease with a landlord non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) specified above. In confirmation of such sublease does not extend beyond subordination, Lessee shall execute and deliver within seven (7) days after any request by Lessor any subordination agreement that Lessor may reasonably request. In the then scheduled expiration event any proceedings are brought for the foreclosure of any Mortgage or the termination of any underlying lease, Lessee shall, upon request, attorn to the purchaser or transferee upon foreclosure, and/or the holder of the Term reversion under any such underlying lease, and recognize such purchaser, transferee or holder as the Lessor under this Lease to the same extent and effect as the original Lessor. Lessee agrees to execute and deliver upon the request of Lessor, or any such purchaser, transferee or holder, any instrument necessary or desirable to evidence such attornment. If the non-disturbance agreements are provided by the holders of each of the Mortgages as provided above, then Lessee shall waive any right which it may have by law to terminate this Lease or to surrender possession of the Premises by reason of any such foreclosure proceedings or termination of any underlying lease. Lessor shall use reasonable efforts to obtain a Subordination, Nondisturbance and Attornment Agreement from the current holder of the mortgage on the Property in form reasonably satisfactory to Lessee within thirty (30) days after the date of this Lease, (iv) the use of the subleased premises is consistent with (and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. However, Landlord will not be responsible to pay a sublessee any tenant improvement allowances, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recovered.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach of this Lease for failing to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold Mortgagee.

Subordination Non Disturbance. This At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Landlord upon Landlord's interest in the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within ten (10) days from the date of request, Tenant shall execute and deliver, and shall have all subtenants or sublessees of the Leased Property execute and deliver within such ten (10) day period, to such holders a written agreement in a form reasonably acceptable to such holder whereby Tenant and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers Landlord's interest in the Tenant’s rights shall, at the option of the Landlord, be subject to and subordinate to any Freehold Mortgage Leased Property or any part thereof now or in the future in accordance and agree with the terms of this Section. [NTD: Cascades only: The Landlord shall cause the Cascades Lands Strata Lots Landlord’s Assignment to be acknowledged in writing by the Freehold Mortgagee, each such holder that Tenant and to cause all such Freehold Mortgagee to agree to be bound by Cascades Lands Strata Lots Landlord’s Assignment] The Tenant, on Notice from the Landlord or the Freehold Mortgagee shall subtenants and sublessees will attorn to and become recognize such holder or the purchaser at any foreclosure sale or any sale under a tenant power of sale contained in any such mortgage or deed of trust, as the case may be, as Landlord under this Lease for the balance of the Freehold Mortgagee upon Term then remaining, subject to all of the same terms and conditions provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Tenant and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as are applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Tenant or such applicable subtenant or sublessee is in default under this Lease or the applicable subleases; (b) agreeing that for any period while it is Landlord hereunder, it will perform, fulfill and observe all of Landlord's representations, warranties and agreements set forth herein; and (c) agreeing, unless otherwise expressly provided in the Freehold Mortgagee’s standard form attornment agreement. The Tenant shall execute an instrument mortgage or instruments deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and use commercially reasonable efforts all Awards described in Article XV will be made available for restoration of the Leased Property as and to cause its Mortgagees to execute an instrument or instruments, and the Landlord shall use its commercially reasonable efforts to cause the Freehold Mortgagee to execute an instrument or instruments, confirming such subordination substantially in the form attached hereto as Schedule “G” (the “Subordination/Non-Disturbance Agreement”), with such changes as may reasonably be requested by the Freehold Mortgagee and the Tenant’s Mortgagees. To the extent required by the Tenant from time to time, so long as no Event of Default has occurred and is then continuing, the Landlord agrees to provide to any subtenant under a sublease of the Demised Premises entered into in accordance with this Lease with a landlord non-disturbance agreement in the form attached hereto as Schedule “H” (the “Sublease Acknowledgment”), so long as (i) the subtenant is not an Affiliate of Tenant or Covenantor, (ii) the sublease in question is on market terms (including without limitation, ongoing rents thereunder) and was entered into in good faith by Tenant, (iii) the term (including all possible extensions thereof which the subtenant may elect to use) of such sublease does not extend beyond the then scheduled expiration of the Term of this Lease, (iv) subject only to reasonable regulation regarding the use of the subleased premises is consistent with (disbursement and does not breach the terms of) this Lease, and (v) the sublease does not constitute or result in a Transfer. [Schedule H, as with other Schedules, to be negotiated. However, Landlord will not be responsible to pay a sublessee any tenant improvement allowances, refurbishment allowances, moving expenses, initial build-out costs or similar cash incentives; provided, if Landlord does not make such payments, the sublessee may offset up to 75% of monthly base rent until such amounts are recoveredapplication thereof.] Where the Landlord has entered into a Mortgage that requires the consent or approval of the Freehold Mortgagee to a matter in the same manner (that is, with the same standard of required discretion in granting such consent or approval) as is afforded to the Landlord in this Lease (a “Back to Back Approval Right”), then the Landlord shall not be in breach of this Lease for failing to give such consent or approval if its Freehold Mortgagee has failed to give such consent or approval pursuant to the Back to Back Approval Right. Notwithstanding the foregoing, where the Freehold Mortgagee is withholding or refusing to give such consent or approval in violation of such Back to Back Approval Right the Landlord will use commercially reasonable efforts to enforce such Back to Back Approval Right provision of the Mortgage against the Freehold Mortgagee.