Common use of Landlord's Mortgagee Clause in Contracts

Landlord's Mortgagee. Tenant agrees with Landlord and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building or the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future Lender.

Landlord's Mortgagee. a. Tenant agrees with Landlord and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building or the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, its interest under this Lease shall be deemed prior and superior subordinate to the mortgage or any mortgage, deed of trust in respect or similar device now or hereafter placed upon the Leased Premises by Landlord. Tenant agrees to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior any instruments required to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of evidence such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, ; provided, however, that any such successor subordination instruments shall provide that, in interest the event of foreclosure or conveyance in lieu of foreclosure, Tenant’s rights under this Lease shall not be bound disturbed by the mortgagee or beneficiary so long as Tenant is not in default of any payments in the nature of security for the performance by Tenant of its obligations under this Lease. b. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant or who is shown of record in a deed of trust, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder for a period of no less than sixty (60) days in length (from the date of such notice). c. If any current or prospective mortgagee or a mortgagee or beneficiary of a deed of trust encumbering all or any portion of the Property requires, as a condition to financing, modifications to this Lease, then, provided such modifications do not increase the rent to be paid hereunder, Landlord shall submit to Tenant a written amendment with such required modifications and if Tenant fails to execute and return the same within thirty (30) days after the amendment has been submitted Landlord shall be entitled to its remedies as specified in this Lease for an Event of Default. Nothing herein shall require Tenant to execute an amendment or modification amendments to accomplish changes which would change: i. the Minimum Rent payable by Tenant; ii. the permitted use; iii. the size, dimensions or location of this the Leased Premises; or iv. the length of the Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future LenderTerm.

Landlord's Mortgagee. Tenant agrees with Landlord and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building Complex or the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease instrument establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, Tenant agrees to attorn to such Landlord's Mortgagee so long as such Landlord's Mortgagee also agrees to not disturb Tenant's possession under this Lease in the same shall be self-operative and no further instrument event such Landlord Mortgagee becomes the owner of subordination need be required by any mortgageethe Building. In confirmation of such subordination, howeverattornment and non-disturbance agreement, Tenant shall execute promptly any reasonable instrument Subordination, Attornment and Non-Disturbance Agreement that Landlord or such Landlord's Mortgagee may request. Without limiting the foregoing, Tenant agrees to enter into a Subordination, Non-Disturbance and Attornment Agreement in the form attached as Exhibit "H." Tenant further agrees that any Landlord's Mortgagee may demand the payment of Rent and performance of this Lease at any time. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such Subordination, Attornment and Non-Disturbance Agreement for and on behalf of Tenant should Tenant fail to execute such agreement within fifteen (15) days after written request to do so. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, lease provided, however, that such successor in interest shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default or any obligations any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or successor in interest, provided Tenant has been given prior notice of the identity of such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future Lender.

Landlord's Mortgagee. Tenant agrees acknowledges that Landlord's right, title and interest in, to and under the Premises, this Lease and the rents payable hereunder have been pledged and assigned by Landlord to Indenture Trustee pursuant to the Indenture as collateral security for Bonds issued by Landlord in connection with Landlord's acquisition, expansion or construction of the Premises. Tenant hereby consents to the creation of such lien and security interest and to such assignment. Unless and until Tenant shall have received written notice from Indenture Trustee that such lien, security interest and assignment have been fully terminated, Indenture Trustee shall have the right, but shall not be obligated, following a default by Landlord under such Mortgages (hereinafter defined) which is not cured within any applicable grace or cure period, to exercise the rights of Landlord under this Lease to the extent set forth in and with subject in each case to the mortgagee of any first mortgage or exceptions set forth in the beneficiary of any first deed deeds of trust and mortgages (with assignments of leases and rents) now or hereafter constituting a lien on the Building or the Leased Premises ("executed by Landlord in favor of Indenture Trustee covering and affecting Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to electright, by notice in writing given to Tenanttitle and interest in, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interestPremises and the Main Leases (collectively, the "MORTGAGES"). Upon request by such successor in interestTO THE EXTENT, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the aboveIF ANY, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future LenderTHAT THIS LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY INDENTURE TRUSTEE ON THE SIGNATURE PAGE THEREOF.

Landlord's Mortgagee. Tenant agrees with Landlord Any and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien all mortgages on the Building fee title or reversionary interest of Landlord in the Leased Premises ("Landlord's Mortgagee") shall be subject and subordinate to this Lease; provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any Landlord's Mortgagee such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if Tenant shall have been given written notice thereof and the right name and address of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time to electbefore any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by notice in writing given to Tenant, to make the terms of this Lease superior to the lien of Lease; and all payments so made and all things so done or performed by any such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease mortgagee and/or trustee shall be deemed prior as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and superior performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum as an assignee of this Lease establishing this Lease until such time as superior to said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy provided for by such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the same shall be self-operative rights and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event interests of the enforcement by Landlord's Mortgagee Landlord under the terms of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, and such liability of said mortgagee or any amendment trustee shall terminate upon such mortgagee's or modification of this Lease made without the written consent of trustee's assigning such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute rights and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees interests to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future Lenderanother party.

Landlord's Mortgagee. SECTION 21.01. Other than inter-company loan(s), Landlord warrants that as of the date of this Lease, no mortgages or deeds of trust encumber the Shopping Center. Tenant agrees with Landlord and with the mortgagee of that its interest under this Lease shall be subordinate to any first mortgage or the beneficiary of any first mortgage, deed of trust or similar device now or hereafter constituting a lien on the Building or placed upon the Leased Premises ("Landlordor all or any portion of the Shopping Center by Landlord if the mortgagee or beneficiary under said deed of trust or lender for whose benefit any other security device is created so elects, and, upon notice to Tenant of such election, Tenant will execute any instruments required to evidence such subordination; provided, however, any such subordination instruments shall provide that, in the event of foreclosure or conveyance in lieu of foreclosure, Tenant's Mortgagee") that rights under this Lease shall not be disturbed by the mortgagee or beneficiary so long as Tenant is not in default of any Landlord's Mortgagee shall have the right at of its obligations under this Lease beyond any time to applicable notice and cure periods. Likewise, such mortgagee or beneficiary under said deed of trust or lender for whose benefit any other security device is created may elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is givenother security device; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In in the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by any such mortgage or deed of trustelection, Tenant will, upon request of will execute any person or party succeeding instruments required to the interest of evidence such superiority. SECTION 21.02. Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, and Tenant shall execute and deliver reasonable instruments confirming to each other, at such time or times as either Landlord or Tenant may request, a certificate stating: (a) Whether or not the attornment provided for hereinLease is in full force and effect; (b) Whether or not the Lease has been modified or amended in any respect, and submitting copies of such modifications or amendments, if any; (c) Whether or not there are any existing defaults under this Lease to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any; and (d) Such other information as may be reasonably requested. In consideration for The aforesaid certificate(s) shall be delivered to Landlord or Tenant, as the abovecase may be, promptly upon receipt of a written request therefore, but in no event more than five (5) days following receipt of such request. SECTION 21.03. This Lease is made by Landlord agrees and accepted by Tenant subject to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present any and all matters of record affecting the Leased Premises or future Lenderthe Shopping Center. Nothing contained herein shall diminish the covenant of quiet enjoyment set forth in Section 25.12 hereof.

Landlord's Mortgagee. 19.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed to secure debt or other lien, or other matters of record presently existing or hereafter placed upon the Complex, and to any renewals and extensions thereof. Tenant agrees with Landlord and with the that any such mortgagee of any first mortgage or the and/or beneficiary of any first deed of trust now to secure debt or hereafter constituting a other lien on the Building or the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee and/or Landlord shall have the right at any time to electsubordinate such mortgage, by notice in writing given deed to Tenant, secure debt or other lien to make this Lease superior on such terms and subject to the lien of such mortgage conditions as such Landlord or deed of trust and upon the giving Landlord's Mortgagee may deem appropriate. Tenant agrees to execute further instruments subordinating this Lease, as Landlord or Landlord's Mortgagee may request. 19.2 In any instance in which Tenant gives a notice to Landlord alleging default by Landlord, Tenant will also simultaneously give a copy of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at each Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; Mortgagee (provided Landlord or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed shall have advised Tenant of trust. If the name and address of Landlord's Mortgagee) and each Landlord's Mortgagee shall elect have the right to make this Lease subordinate cure or remedy such default during the period that is permitted to Landlord, plus an additional period of thirty (30) days, and Tenant will accept such mortgage curative or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement remedial action (if any) taken by Landlord's Mortgagee of with the remedies provided for same effect as if such action had been taken by law or by such mortgage or deed of trustLandlord. 19.3 If requested from time to time, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, and Tenant shall execute and deliver reasonable instruments confirming to each other or any mortgagee an estoppel certificate verifying the attornment provided for herein. In consideration for terms of the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future LenderLease and other reasonably requested information.

Landlord's Mortgagee. Tenant agrees with Landlord and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building or the Leased Premises ("Landlord's Mortgagee") that any Any Landlord's Mortgagee shall have the right may elect, at any time to electtime, by notice in writing given to Tenantunilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust Premises by so notifying Tenant in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum writing. The provisions of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same Section shall be self-operative and no further instrument of subordination need shall be required by any mortgagee. In required; however, in confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, provided, however, that such successor in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment provided for hereinagreement) or, if the Landlord's Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. In consideration for Notwithstanding the above, Landlord agrees to provide Tenant at Tenant's that within thirty (30) days following the date of this Lease, Landlord will request with from the holders of any Mortgage as of the date of this Lease, a subordination, non-disturbance and attornment agreement signed ("SNDA") in favor of Tenant, on such holder's standard form of SNDA. However, if Tenant elects to negotiate the terms of any SNDA, Landlord makes no promises or guarantees that the lender will provide the SNDA or agree to any of Tenant’s requested changes and such failure of the lender to so agree will not constitute a default by Landlord's present Landlord under this Lease. Landlord shall not be obligated to expend any money to obtain an SNDA, and the inability or future Lenderfailure of Landlord to obtain such SNDA shall not constitute a default by Landlord hereunder, entitle Tenant to cancel or otherwise terminate this Lease, or affect the automatic subordination of this Lease, to all such mortgages, deeds to secure debt and other security instruments. If any lender charges Landlord any fees, including, without limitation, attorneys’ fees, in order to provide the SNDA, such fees and costs will be paid by Tenant.

Landlord's Mortgagee. Tenant agrees with Landlord Any and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien all mortgages on the Building fee title or reversionary interest of Landlord in the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior subject and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordinationLease; provided, however, that Tenant shall execute promptly any reasonable instrument hereby agrees that Landlord may request. In this Lease is subject and subordinate to mortgages where the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result holders of such enforcement, automatically become mortgages deliver to Tenant a non-disturbance agreement in the Tenant of such successor in interest without change in terms or other provisions of such Leaseform attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any such successor fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in interest force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to the terms of this Lease, and any such notice shall not be bound effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any payments such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of security any other action or remedy provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the performance by Tenant rights and interests of its obligations the Landlord under the terms of this Lease, and such liability of said mortgagee or any amendment trustee shall terminate upon such mortgagee's or modification of this trustee's assigning such rights and interests to another party. This Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a be conditioned upon all existing mortgagees giving non-disturbance agreement signed by Landlord's present or future Lender.agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------

Landlord's Mortgagee. Section 20.01. Subject to Landlord’s providing Tenant an SNDA, Tenant agrees with Landlord and with the mortgagee of that its interest under this Lease shall be subordinate to any first mortgage or the beneficiary of any first mortgage, deed of trust or similar device now or hereafter constituting a lien on the Building or placed upon the Leased Premises ("Landlord's Mortgagee") that or all or any Landlord's Mortgagee shall have portion of the right at Commercial Park by Landlord if the mortgagee or beneficiary under said deed of trust or lender for whose benefit any time other security device is created so elects, and, upon notice to Tenant of such election, Tenant will execute any SNDA required to evidence such subordination. Likewise, such mortgagee or beneficiary under said deed of trust or lender for whose benefit any other security device is created may elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust or other security device; and upon in the giving event of any such election, Tenant will execute any instruments required to evidence such superiority. As used in this Lease, “SNDA” shall mean a subordination, non-disturbance and attornment agreement, containing the agreement of the holder of the mortgage, deed of trust or other security device not to disturb the tenancy of Tenant under this Lease so long as no Event of Default by Tenant shall exist and continue unremedied hereunder, notwithstanding any foreclosure or other exercise of remedies by such holder, and otherwise in commercially reasonable form. Landlord agrees to furnish Tenant a SNDA, signed by each holder of any existing mortgage, deed of trust or other security device, within ten (10) days after the execution of this Lease by Tenant, and in the event Landlord fails to do so, Tenant shall have the right to terminate this Lease by notice to Landlord at any time within thirty (30) days thereafter, whereupon all sums paid by Tenant to Landlord shall be promptly refunded to Tenant, and neither Tenant nor Landlord shall have any further rights or obligations under this Lease shall be deemed prior Lease. Section 20.02. Landlord and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute and deliver to each other, at such time or times as either Landlord or Tenant may request, a recordable memorandum certificate stating: (a) Whether or not the Lease is in full force and effect; (b) Whether or not the Lease has been modified or amended in any respect, and submitting copies of such modifications or amendments, if any; (c) Whether or not there are any existing defaults under this Lease establishing this Lease to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any; and (d) Such other information as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trustmay be reasonably requested. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same The aforesaid certificate(s) shall be self-operative and delivered to Landlord or Tenant, as the case may be, promptly upon receipt of a written request therefor, but in no further instrument of subordination need be required by any mortgagee. In confirmation event more than ten (10) days following receipt of such subordination, however, request. Section 20.03. This Lease is made by Landlord and accepted by Tenant shall execute promptly subject to any reasonable instrument that and all matters of record affecting the Leased Premises or the Commercial Park. Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding represents and warrants to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, providedTenant, however, that such successor there are no matters of record affecting title to the Leased Premises or the Commercial Park which would or could materially adversely affect Tenant’s use and enjoyment of the Leased Premises or Common Areas in interest shall not be bound by any payments in the nature of security for the performance by Tenant of its obligations under accordance with this Lease, or any amendment of the rights or modification benefits of Tenant intended to be afforded to Tenant pursuant to this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future LenderLease.

Landlord's Mortgagee. Tenant agrees with Landlord and with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the Building or the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at the request of Landlord's Mortgagee's request , Tenant shall execute a recordable memorandum of this Lease instrument establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further certificate or instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord may request. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in interest without change in terms or other provisions of such Lease, Lease provided, however, that such successor in interest shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. In consideration for the above, Landlord agrees to provide Tenant at Tenant's request with a non-disturbance agreement signed by Landlord's present or future Lender.