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Section 2. Tenant's Lender's Rights and Obligations. Landlord hereby agrees with and for the benefit of each Leasehold Mortgagee and the successors and assigns of each Leasehold Mortgagee: (a) When giving notice to Tenant with respect to any default under this Lease or any exercise of any right to terminate this Lease, Landlord will also give a copy of such notice to each Leasehold Mortgagee at the address of each Leasehold Mortgagee furnished to Landlord, and no such notice to Tenant shall be deemed to have been duly given nor shall such notice be effective unless such notice is also given in said manner to each such Leasehold Mortgagee. Any Leasehold Mortgage shall contain a provision requiring Mortgagee to notify Landlord of any default by Tenant under such mortgage. (b) In case Tenant shall default in respect of any of the provisions of this Lease, any Leasehold Mortgagee shall have the right, but not the obligation, to cure such default whether the same consists of the failure to pay Basic Rent or the failure to perform any other covenant which Tenant is required to perform under this Lease, and Landlord shall accept performance, by or on behalf of such Leasehold Mortgagee as though, and with the same effect as if, the same had been done or performed by Tenant. (c) Landlord hereby agrees to cooperate in good faith with the Leasehold Mortgagee and to execute such additional documentation providing customary Leasehold Mortgagee protections as may be reasonably requested by the Leasehold Mortgagee. (d) A Leasehold Mortgagee (or its designee or nominee) may become the legal owner and holder of the interest of Tenant under this Lease, including, without limitation, ownership of the Improvements, by foreclosure -or other enforcement proceedings, or by obtaining an assignment of this Lease in lieu of foreclosure or through settlement of or arising out of any pending or threatened foreclosure proceeding, without Landlord's consent, subject always to the applicable terms and provisions of this Lease. (e) The provisions of this Article in favor of the Leasehold Mortgagee shall inure to the benefit of the Leasehold Mortgagee and its successors, assigns and designees, and also any other purchaser or transferee of this Lease pursuant to any foreclosure or bankruptcy proceedings, or assignment in lieu thereof. (f) Notwithstanding any contrary provision of this Lease, the Leasehold Mortgagee shall not be liable or responsible in any respect for any of Tenant's obligations under this Lease unless and until the Leasehold Mortgagee becomes the owner and holder of this Lease through foreclosure or bankruptcy proceedings, or assignment in lieu thereof. Section 3. Notice. 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 personally or by Overnight courier service (such as Federal Express or UPS) addressed to such Leasehold Mortgagee at its address as set forth in the notice to Landlord, or at such other address as shall be designated from time to time by such holder by notice in writing given to Landlord. 28 U:\City Attorney\HANS\20 I 0 Documents\41l1 Investors\GROUND LEASE WORKING DRAFT 11.16.1 O.doc