Nautilus 2009 Annual Report Download - page 258

ARTICLE 25
BROKERAGE FEES
Tenant warrants and represents that it has not dealt with any real estate broker or agent in connection with this Lease or its negotiation. Tenant
shall indemnify, defend and hold Landlord harmless from any cost, expense, or liability, (including, without limitation, costs of suits and
reasonable attorneys’ fees) for any compensation, commission, or fees claimed by any other real estate broker or agent in connection with this
Lease (including but not limited to any expansions of the Premises and renewals) or its negotiation.
ARTICLE 26
NOTICES
Any notice, demand, request, consent, covenant, approval or other communication to be given by one party to the other must be in writing and
(except for statements and invoices to be given in the ordinary course hereunder, which may be sent by regular U.S. Mail) (a) delivered
personally; (b) mailed by certified United States mail, postage prepaid, return receipt requested (except for statements and invoices to be given in
the ordinary course hereunder, which may be sent by regular U.S. Mail); (c) sent by nationally recognized overnight courier; or (d) sent by
telecopy and confirmed by one of the other methods set forth herein. The effective date of notice shall be (i) for any notice delivered in person,
the date of delivery; (ii) for any notice by U.S. mail, three (3) days after the date of certification thereof; (iii) for any notice by overnight courier,
the next Business Day after deposit with the courier; and (iv) for any notice by telecopy, the date of confirmation of receipt, if before 5:00 p.m.
at the location delivered, or the next day if after 5:00 p.m. All notices shall be delivered or addressed to the parties at their respective addresses
set forth on the Lease Summary. Either party may change the address at which it desires to receive notice upon giving notice of such request to
the other party in the manner provided herein.
ARTICLE 27
SIGNAGE
[INTENTIONALLY DELETED]
ARTICLE 28
LENDER PROVISIONS
28.1 Subordination
. After the Option Term, this Lease will be subject and subordinate to all future ground or underlying leases of the
Property and to the lien of any mortgages, deed to secure debt, or trust deed, coming into force after the Option Term against the Property or the
Buildings, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof (collectively, “Mortgages”), and to all
advances made or hereafter to be made upon the security of such Mortgages. Landlord covenants that during the Option Term, the Premises will
not be subject to any ground or underlying leases of the Property or to any lien of any mortgage, deeds to secure debt, or trust deeds. Tenant
covenants and agrees in the event any proceedings are brought for the foreclosure of any mortgage, deed to secure debt or trust deed, or if any
ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure
sale, or to the lessor of such ground or underlying lease, as the case may be (the “Purchaser”), if so requested to do so by the Purchaser, and to
recognize the Purchaser as the lessor under this Lease. In no event shall Tenant have a right of offset against amounts due any Purchaser on
account of any defaults by Landlord under this Lease that pre-date the time the Purchaser becomes the lessor hereunder, nor shall any Purchaser
be liable for any such defaults by Landlord. Tenant shall, within ten (10) Business 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
Mortgages. Tenant waives the provisions of any current or future statute, rule or law that may give or purport to give Tenant any right or election
to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any foreclosure proceeding or sale.
Notwithstanding the provisions hereof, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, or require
that Tenant attorn to any Purchaser, then in such event, this Lease shall become prior and superior to such Mortgage, or Tenant shall so attorn,
upon notice to that effect to Tenant from such Mortgagee. The aforesaid superiority of this Lease to any Mortgage shall be self-operative upon
the giving of such notice and no further documentation other than such notice shall be required to effectuate such superiority or attornment. In
the event Landlord or such Mortgagee desires confirmation of such superiority or attornment, Tenant shall, promptly upon request therefor by
Landlord or such Mortgagee, and without charge therefor, execute a document acknowledging such priority or attornment obligation to the
Mortgagee as Landlord in the event of foreclosure or deed in lieu thereof or termination of a ground lease.
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