LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the
Property, LESSOR shall obtain for LESSEE’s benefit a non-disturbance and attornment agreement for
LESSEE’s benefit in the form reasonably satisfactory to LESSEE, and containing the terms described
below (the “Non-Disturbance Agreement”), and shall recognize LESSEE’s right to remain in occupancy
of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond
applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering
party’s (‘‘Lender’s”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or
its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, Lender or such
successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR’s
obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under
the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender’s participants in the
subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all
Purchasers. In return for such Non-Disturbance Agreement, LESSEE will execute an agreement for
Lender’s benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or
other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the
owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR’s defaults, provided
such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the
payment and/or other performance of any mortgage or other real property interest encumbering the
Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR’s default and
upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders
of such mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against
all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or
correct such defaults.
28. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which
LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of
Lease is for recording purposes only and bears no reference to commencement of either the Term or rent
payments.
29. DEFAULT.
a. In the event there is a breach by LESSEE with respect to any of the provisions of
this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE
written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days
in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach,
provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the
nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences
the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to
completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE
unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph.
b. In the event there is a breach by LESSOR with respect to any of the provisions
of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach.
After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such
breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30)
days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR
commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues
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