SHALL NEGOTIATE IN GOOD
FAITH ANY REQUEST MADE BY A PROSPECTIVE MORTGAGEE FOR CHANGES OR MODIFICATIONS
TO THIS LEASE, AND SHALL NOT UNREASONABLY WITHHOLD ITS CONSENT TO ANY SUCH
PROPOSED CHANGE OR MODIFICATION SO LONG AS THE SAME DOES NOT ADVERSELY AFFECT
ANY SIGNIFICANT RIGHT OF TENANT UNDER THIS LEASE, SHORTEN ANY NOTICE OR CURE
PERIOD TO WHICH TENANT IS ENTITLED, OR INCREASE TENANT'S OBLIGATIONS UNDER THIS
LEASE AND, DURING THE LAST TWENTY-FOUR (24) MONTHS OF THE TERM OF ANY MORTGAGE
HELD BY MORTGAGEE, EXHIBIT THE PREMISES TO PROSPECTIVE MORTGAGEES, AND PERMIT
SUCH POTENTIAL MORTGAGEE TO EXAMINE ALL MATERIALS AND RECORDS WHICH SHALL BE
CUSTOMARY FOR A MORTGAGEE'S INSPECTION, SUBJECT AT ALL TIMES TO LANDLORD'S
INDEMNITY SET FORTH IN SECTION 18 AND THE CONFIDENTIALITY REQUIREMENTS SET FORTH
IN THIS LEASE.
TENANT AGREES TO EXECUTE, ACKNOWLEDGE AND DELIVER DOCUMENTS
REASONABLY REQUESTED BY THE PROSPECTIVE MORTGAGEE (SUCH AS A CONSENT TO THE
FINANCING (WITHOUT ENCUMBERING TENANT'S ASSETS), A CONSENT TO
ASSIGNMENT OF LEASE, AND A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT MEETING THE STANDARDS SET FORTH IN PARAGRAPH 17) CUSTOMARY FOR TENANTS
TO SIGN IN CONNECTION WITH MORTGAGE LOANS TO THEIR LANDLORDS, SO LONG AS SUCH
DOCUMENTS ARE IN FORM THEN CUSTOMARY AMONG INSTITUTIONAL LENDERS (PROVIDED THE
SAME DO NOT ADVERSELY CHANGE TENANT'S RIGHTS OR OBLIGATIONS IN A WAY NOT
PREVIOUSLY CHANGED BY LOAN DOCUMENTS PREVIOUSLY EXECUTED BY TENANT IN CONNECTION
WITH AN EARLIER MORTGAGE).
(C)
TENANT SHALL PERMIT LANDLORD AND ANY
MORTGAGEE OR PROSPECTIVE MORTGAGEE, AT THEIR EXPENSE,
TO MEET WITH MANAGEMENT
PERSONNEL OF TENANT OR GUARANTOR AT TENANT'S OR GUARANTOR'S OFFICES AND TO
DISCUSS THE TENANT'S OR GUARANTOR'S BUSINESS AND FINANCES.
ON REQUEST OF
LANDLORD, TENANT AGREES TO PROVIDE ANY MORTGAGEE OR PROSPECTIVE MORTGAGEE THE
INFORMATION TO WHICH LANDLORD IS ENTITLED HEREUNDER. IF ANY SUCH INFORMATION IS
NON-PUBLIC EACH PARTY REQUESTING SUCH INFORMATION SHALL SIGN A CONFIDENTIALITY
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO TENANT PRIOR TO SUCH MORTGAGEE'S
OR PROSPECTIVE MORTGAGEE'S RECEIVING SUCH INFORMATION.
28.
MISCELLANEOUS PROVISIONS
(A)
THIS LEASE AND ALL OF THE COVENANTS AND
PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
PARTIES HERETO AND THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS OF THE PARTIES.
(B)
THE TITLES AND HEADINGS APPEARING IN THIS
LEASE ARE FOR REFERENCE ONLY AND SHALL NOT BE CONSIDERED A PART OF THIS LEASE OR
IN ANY WAY TO MODIFY, AMEND OR AFFECT THE PROVISIONS THEREOF.
(C)
THIS LEASE CONTAINS THE COMPLETE AGREEMENT
OF THE PARTIES WITH REFERENCE TO THE LEASING OF THE PREMISES, AND MAY NOT BE
AMENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT AND
CONSENTED BY MORTGAGEE (IF ANY).
(D)
ANY PROVISION OR PROVISIONS OF THIS LEASE
WHICH SHALL PROVE TO BE INVALID, VOID OR ILLEGAL SHALL IN NO WAY AFFECT, IMPAIR
OR INVALIDATE ANY OTHER PROVISION HEREOF, AND THE REMAINING PROVISIONS HEREOF
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.
(E)
THIS LEASE MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, AND MAY BE SIGNED BY EACH PARTY ON