ANY SUCH SUCCESSOR GROUND LESSOR,
MORTGAGE HOLDER OR LIEN HOLDER ("LIEN HOLDER") TO RECOGNIZE TENANT'S ABATEMENT,
OFFSET AND OTHER RIGHTS SPECIFICALLY SET FORTH IN THIS LEASE AND RECOGNIZE AND
AGREE THAT LIEN HOLDER SHALL BE BOUND BY AND RESPONSIBLE FOR ALL OBLIGATIONS OF
LANDLORD WITH RESPECT TO THE LETTER OF CREDIT, TO THE EXTENT THE LETTER OF
CREDIT HAS BEEN ASSIGNED TO THE LIEN HOLDER.
TENANT COVENANTS AND AGREES IN THE
EVENT ANY PROCEEDINGS ARE BROUGHT FOR THE FORECLOSURE OF ANY SUCH MORTGAGE, OR
IF ANY GROUND OR UNDERLYING LEASE IS TERMINATED, TO ATTORN TO THE PURCHASER UPON
ANY SUCH FORECLOSURE SALE, OR TO THE LESSOR OF SUCH GROUND OR UNDERLYING LEASE,
AS THE CASE MAY BE, IF REQUIRED TO DO SO PURSUANT TO ANY NON-DISTURBANCE
AGREEMENT EXECUTED BY TENANT PURSUANT TO THIS ARTICLE 18, AND TO RECOGNIZE SUCH
PURCHASER OR LESSOR AS THE LESSOR UNDER THIS LEASE.
TENANT SHALL, WITHIN
THIRTY (30) DAYS OF REQUEST BY LANDLORD, EXECUTE SUCH FURTHER INSTRUMENTS OR
ASSURANCES AS LANDLORD MAY REASONABLY DEEM NECESSARY TO EVIDENCE OR CONFIRM THE
SUBORDINATION OR SUPERIORITY OF THIS LEASE TO ANY SUCH MORTGAGES, TRUST DEEDS,
GROUND LEASES OR UNDERLYING LEASES
IN ACCORDANCE WITH THE TERMS OF THIS
ARTICLE 18.
47
18.2
EXISTING MORTGAGE.
LANDLORD REPRESENTS AND WARRANTS TO TENANT THAT
AS OF THE DATE OF EXECUTION OF THIS LEASE, THE REAL PROPERTY IS ENCUMBERED BY A
DEED OF TRUST IN FAVOR OF U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ("EXISTING LENDER"), AND THERE ARE NO OTHER DEEDS OF TRUST OR GROUND
LEASES ENCUMBERING THE REAL PROPERTY.
PRIOR TO OR CONCURRENTLY WITH THE
EXECUTION OF THIS LEASE, LANDLORD AND TENANT SHALL EXECUTE AND DELIVER TO THE
OTHER PARTY, AND WITHIN ONE HUNDRED EIGHTY (180)
DAYS AFTER EXECUTION OF THIS
LEASE LANDLORD SHALL CAUSE THE EXISTING LENDER TO EXECUTE AND DELIVER TO THE
PARTIES, A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT IN THE FORM
OF EXHIBIT G ATTACHED HERETO (THE "EXISTING LENDER SNDA").
IF TENANT DOES NOT
RECEIVE A FULLY-EXECUTED EXISTING LENDER SNDA WITHIN SUCH 180-DAY PERIOD, THEN
AS TENANT'S SOLE AND EXCLUSIVE REMEDY THEREFOR, TENANT SHALL RECEIVE A MONTHLY
ABATEMENT OF BASE RENT OTHERWISE PAYABLE BY TENANT UNDER THIS LEASE IN THE
AMOUNT OF $10,000.00 PER MONTH FOR EACH MONTH OCCURRING AFTER THE EXPIRATION OF
SUCH 180-DAY PERIOD (PRO-RATED FOR ANY PARTIAL MONTH) UNTIL THE FULLY-EXECUTED
EXISTING LENDER SNDA IS RECEIVED; SUCH ABATEMENT SHALL BE APPLIED TO THE FIRST
BASE RENT NEXT DUE AND PAYABLE UNDER THIS LEASE.
ARTICLE 19
DEFAULTS; REMEDIES
19.1
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL
CONSTITUTE A DEFAULT OF THIS LEASE BY TENANT:
19.1.1
ANY FAILURE BY TENANT TO PAY ANY RENT OR ANY OTHER CHARGE REQUIRED
TO BE PAID UNDER THIS LEASE, OR ANY PART THEREOF, WITHIN FIVE (5) BUSINESS DAYS
AFTER WRITTEN NOTICE OF DELINQUENCY; OR
19.1.2
ANY FAILURE BY TENANT TO OBSERVE OR PERFORM ANY OTHER PROVISION,
COVENANT OR CONDITION OF THIS LEASE TO BE OBSERVED OR PERFORMED BY TENANT WHERE
SUCH FAILURE CONTINUES FOR THIRTY