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any provisions in the Lease that provide for subordination of the Lease to, or for delivery of <br /> nondisturbance agreements by the holder of,the Mortgage. <br /> e. Mortga ee�phts and Obli atg ions. Except as expressly provided for in this Agreement, <br /> Mortgagee shall have no obligations to Tenants with respect to the Lease. If a Foreclosure Event occurs, <br /> then all rights and unaccrued obligations of Mortgagee under this Agreement shall terminate, without <br /> thereby affecting in any way the rights and obligations of Successor Landlord provided for in this <br /> Agreement or under the Lease. <br /> f. Interpretation; Governing Law. The interpretation, validity and enforcement of this <br /> Agreement shall be governed by and construed under the internal laws of the State of New York, <br /> excluding such State's principles of conflict of laws. <br /> g. Amendments. This Agreement may be amended, discharged or terminated,or any of its <br /> provisions waived, only by a written instrument executed by the party to be charged. <br /> h. Due Authorization. Tenants represents to Mortgagee that it has full authority to enter into <br /> this Agreement, which has been duly authorized by all necessary actions. Mortgagee represents to <br /> Tenants that it has full authority to enter into this Agreement, which has been duly authorized by all <br /> necessary actions. <br /> i. Execution.This Agreement may be executed in any number of counterparts, each of <br /> which shall be deemed an original and all of which together shall constitute one and the same instrument. <br /> IN WITNESS WHEREOF, the Mortgagee, Tenants and Landlord have caused this <br /> Agreement to be executed as of the date first above written. <br /> MOMORTGAGEE: <br /> TENANTS: <br /> 43 <br />