Common use of MORTGAGE SUBORDINATION AND ATTORNMENT Clause in Contracts

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("Landlord's Mortgage"), provided the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("“Landlord's ’s Mortgage"”), provided the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's ’s Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder bolder of any Landlord's ’s Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's ’s obligations under this Section are conditioned on the holder of each of Landlord's ’s Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage not disturbing Tenant's ’s occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("“Landlord's ’s Mortgage"”), provided the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's ’s Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's ’s Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's ’s obligations under this Section are conditioned on the holder of each of Landlord's ’s Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage not disturbing Tenant's ’s occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("Landlord's MortgageLANDLORD'S MORTGAGE"), provided the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations of Landlord under this LeaseLease to the extent such obligations first arise after such acquisition. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornmentattornment including, without limitation, a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit 21. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease lease is and shall automatically be subordinate subject and subordinated to the lien of the mortgage now affecting the leased premises, at the date hereof, and to any mortgage or deed of trust created by Landlord which is now existing or mortgages hereafter placed upon made affecting the Premises including any advancesleased premises, interestand to all renewals, modifications, renewalsconsolidations, replacements replacements, or extensions ("Landlord's Mortgage")thereof, irrespective of the time of recording such mortgage, provided that such mortgagees agree in a written document, in a form attached hereto as Exhibit "B" with regard to the presently existing mortgage and substantially the same substantive provisions with regard to future mortgages, that Tenant's occupancy and all rights pursuant to this lease shall not be disturbed nor terminated so long as Tenant is not in default of its obligations hereunder beyond any cure periods. With regard to presently existing mortgage, Landlord shall use its best efforts to obtain the consent of the mortgagee to this lease and the subordination, attornment and non-disturbance agreement, which agreement shall be executed by Tenant. Any fees charged by the mortgagee will be paid by Tenant. In the event Landlord does not obtain such consent and agreement within twenty (20) days after the date hereof, this lease shall terminate. In the event of such termination, neither party shall have any further right or recourse against the other except for the immediate return to Tenant of any advance rent payments made to Landlord. Tenant and Landlord shall execute and deliver such further instruments as may be reasonable to effectuate such future subordination, attornment and non-disturbance agreements. In the absence of a subordination, attornment and non-disturbance agreement and in the event that any holder of any Landlord's Mortgage mortgage or anyone claiming from or through any such holder or any person(s) acquiring purchaser of holder's estate in any foreclosure sale shall enter into and lawfully become possessed of the Premises at any sale leased premises or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn otherwise succeed to the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations rights of Landlord under this Lease. lease, either through foreclosure of any mortgage or the acquisition of the estate of Landlord thereby mortgaged, Tenant shall promptly agrees to attorn to such successor landlord and in no event later than fifteen (15) days recognize successor landlord as its landlord under this lease and to execute, acknowledge upon request of such successor landlord, an attornment agreement. Such an attornment provision will also be included in any subordination, attornment and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default existsnon-disturbance agreement entered into with a mortgagee.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("“Landlord's Mortgage"”), provided the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any person(s) party acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the acquiring party assumes the obligations of Landlord under this Lease. Tenant shall promptly promptly, and in no event later than fifteen (15) days after request, execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section to subordinate in the future are conditioned on the holder of each of Landlord's Mortgage and each person party acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default by Tenant exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("Landlord's Mortgage"), provided the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in LEASE AGREEMENT (SINGLE TENANT FOR ENTIRE PARCEL - TRIPLE NET) (CONTINUED) no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("“Landlord's Mortgage"”), provided the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any person(s) party acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the acquiring party assumes the obligations of Landlord under this Lease. Tenant shall promptly promptly, and in no event later than fifteen (15) days after request, execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section to subordinate in the future are conditioned on the holder of each of Landlord's Mortgage and each person party acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing TenantXxxxxx's occupancy and other rights under this Lease, so long as no uncured Event of Default by Tenant exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lessor’s interest in this Lease and/or the Property shall automatically not be subordinate to any mortgage liens or deed encumbrances placed upon the Property by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Property free from any liens for work performed, materials furnished or obligations incurred by Lessee. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PROPERTY OR LESSEE’S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. This Lease at all times shall be subordinate to the lien of any and all ground leases, mortgages and trust created by Landlord which is deeds now existing or hereafter placed upon the Premises including Property by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any advancesor all such ground leases, interestmortgages or trust deeds as shall be desired by Lessor, modifications, renewals, replacements or extensions ("Landlord's Mortgage")any present or proposed mortgagees under trust deeds, provided that any such mortgage, other security instrument or ground lease (or a separate instrument in recordable form duly executed by the holder of any Landlord's Mortgage or any person(s) acquiring the Premises at any sale such mortgage or other proceeding under security instrument or the ground lessor and delivered to Lessee) shall provide for the recognition of this Lease and all of Lessee’s rights hereunder unless and until an Event of Default exists. If any mortgagee, receiver or other secured party elects to have this Lease and the interest of Lessee hereunder be superior to any such Landlord's Mortgage shall elect ground lease, mortgage or trust deed and evidences such election by notice given to continue Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such ground lease, mortgage or trust deed, whether this Lease was executed before or after such ground lease, mortgage or trust deed and in full force that event such mortgagee, receiver or other secured party shall have the same rights with respect to this Lease as if it had been executed and effect. Tenant shall attorn delivered prior to the holder execution and delivery of any Landlord's Mortgage such ground lease, mortgage or any person(s) acquiring the Premises at any sale trust deed and had been assigned to such mortgagee, receiver or other proceeding under any Landlord's Mortgage provided secured party. Although the foregoing provisions shall be self-operative and no future instrument of subordination shall be required, upon request by Lessor, Lessee shall execute and deliver whatever instruments may be required for such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly purposes, and in no the event later than Lessee fails so to do within fifteen (15) days executeafter demand, acknowledge Lessee does hereby make, constitute and deliver documents irrevocably appoint Lessor as its agent and attorney-in-fact and in its name, place and stead so to do, which appointment shall be deemed coupled with an interest. In the holder event any purchaser or assignee of any Landlord's Mortgage may reasonably require mortgagee at a foreclosure sale acquires title to the Property, or in the event that any mortgagee or any assignee otherwise succeeds to the rights of Lessor as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights landlord under this Lease, so long Lessee shall attorn to mortgagee or such purchaser or assignee, as no uncured Event the case may be (a “Successor Lessor”), and recognize the Successor Lessor as lessor under this Lease, and, if the Successor Lessor in its sole discretion elects to recognize Lessee’s tenancy under this Lease, this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any obligations of Default existsthe Lessor under this Lease which accrue after the date that such Successor Lessor acquires title. The foregoing provision shall be self-operative and effective without the execution of any further instruments. Lessee shall give written notice to any lender or mortgagee of Lessor having a recorded lien upon the Property or any part thereof of which Lessee has been notified of any breach or default by Lessor of any of its obligations under this Lease and give such lender or mortgagee at least thirty (30) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Upon request by Lessor, Lessee shall also provide Lessee’s and/or Guarantor’s most recent audited financial statements to Lessor or any such lender or mortgagee and certify the continuing accuracy of such financial statements in such manner as Lessor or such lender or mortgagee may request.

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("“Landlord's ’s Mortgage"”), provided the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage shall elect to continue this Lease in full force and effect. Tenant shall attorn to the holder of any Landlord's ’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's ’s Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly promptly, and in no event later than fifteen (15) 15 days after receipt of a request, execute, acknowledge and deliver documents which the holder of any Landlord's ’s Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's ’s obligations under this Section are conditioned on the holder of each of Landlord's ’s Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's ’s Mortgage not disturbing Tenant's ’s occupancy and other rights under this Lease, so long as no uncured Event of Default exists.

MORTGAGE SUBORDINATION AND ATTORNMENT. Lessor's interest in this Lease and/or the Properties shall not be subordinate to any liens or encumbrances placed upon the Properties by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Properties free from any liens for work performed, materials furnished or obligations incurred by Lessee. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PROPERTIES OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. FURTHERMORE, ANY SUCH PURPORTED TRANSACTION SHALL BE DEEMED A TORTIOUS INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LESSEE AND LESSOR'S OWNERSHIP OF THE PROPERTIES. This Lease at all times shall automatically be subordinate to the lien of any mortgage or deed of and all ground leases, mortgages and trust created by Landlord which is deeds now existing or hereafter placed upon the Premises including any advancesProperties by Lessor, interestand Lessee covenants and agrees to execute and deliver, modificationsupon demand, renewals, replacements or extensions ("Landlord's Mortgage"), provided such further instruments subordinating this Lease to the holder lien of any Landlord's Mortgage or all such ground leases, mortgages or trust deeds as shall be desired by Lessor, or any person(s) acquiring the Premises at present or proposed mortgagees under trust deeds. If any sale mortgagee, receiver or other proceeding under secured party elects to have this Lease and the interest of Lessee hereunder be superior to any such Landlord's Mortgage shall elect ground lease, mortgage or trust deed and evidences such election by notice given to continue Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such ground lease, mortgage or trust deed, whether this Lease was executed before or after such ground lease, mortgage or trust deed and in full force that event such mortgagee, receiver or other secured party shall have the same rights with respect to this Lease as if it had been executed and effect. Tenant shall attorn delivered prior to the holder execution and delivery of any Landlord's Mortgage such ground lease, mortgage or any person(s) acquiring the Premises at any sale trust deed and had been assigned to such mortgagee, receiver or other proceeding under any Landlord's Mortgage provided secured party. Although the foregoing provisions shall be self-operative and no future instrument of subordination shall be required, upon request by Lessor, Lessee shall execute and deliver whatever instruments may be required for such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly purposes, and in no the event later than Lessee fails so to do within fifteen (15) days executeafter demand, acknowledge Lessee does hereby make, constitute and deliver documents irrevocably appoint Lessor as its agent and attorney-in-fact and in its name, place and stead so to do, which appointment shall be deemed coupled with an interest. In the holder event any purchaser or assignee of any Landlord's Mortgage may reasonably require mortgagee at a foreclosure sale acquires title to the Properties, or in the event that any mortgagee or any assignee otherwise succeeds to the rights of Lessor as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section are conditioned on the holder of each of Landlord's Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights landlord under this Lease, so long Lessee shall attorn to mortgagee or such purchaser or assignee, as no uncured Event the case may be (a "Successor Lessor"), and recognize the Successor Lessor as lessor under this Lease, and, if the Successor Lessor in its sole discretion elects to recognize Lessee's tenancy under this Lease, this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any obligations of Default existsthe Lessor under this Lease which accrue after the date that such Successor Lessor acquires title, and Lessor shall remain liable for obligations, if any, accruing prior thereto. The foregoing provision shall be self operative and effective without the execution of any further instruments. Lessee shall give written notice to any lender or mortgagee of Lessor having a recorded lien upon the Properties or any part thereof of which Lessee has been notified of any breach or default by Lessor of any of its obligations under this Lease and give such lender or mortgagee at least sixty (60) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto. Upon request by Lessor, Lessee shall also provide Lessee's most recent audited financial statements to Lessor or any such lender or mortgagee and certify the continuing accuracy of such financial statements in such manner as Lessor or such lender or mortgagee may request.

MORTGAGE SUBORDINATION AND ATTORNMENT. Except as otherwise provided in this Lease, Lessor’s interest in this Lease and/or the Property shall not be subordinate to any liens or encumbrances placed upon the Property by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Property free from any liens for work performed, materials furnished or obligations incurred by Lessee. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PROPERTY OR LESSEE’S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. Notwithstanding the foregoing, Lessee may finance furniture, fixtures, equipment and merchandise/inventory within the Property and Lessor will subordinate and/or waive any landlord/Lessor lien to the same from time to time, provided the lender with respect to such financing agrees to remove the same within a commercially reasonable time after notice following the early termination of this Lease following an Event of Default. Lessor further covenants and agrees to execute and deliver, upon twenty (20) days written request, an instrument (in form and substance reasonably acceptable to Lessor) evidencing or establishing such subordinating or waiving of Lessor’s interest in the Property to the lien of any such lender as shall be reasonably requested by such lender. This Lease at all times shall automatically be subordinate to the lien of any mortgage or deed of and all ground leases, mortgages and trust created by Landlord which is deeds now existing or hereafter placed upon the Premises including Property by Lessor, provided that any advancessuch ground lessor, mortgagee, or trustee, as an express condition to such subordination, recognizes this Lease, and the Lessee’s rights hereunder. Lessee covenants and agrees to execute and deliver, upon ten (10) days written request, an instrument further evidencing or establishing such subordinating of this Lease to the lien of any or all such ground leases, mortgages or trust deeds as shall be reasonably requested by Lessor, or any present or proposed mortgagees under trust deeds, provided that in doing so such instrument shall include provisions for the recognition and non-disturbance of this Lease and the Lessee’s interest. If any mortgagee, modificationsreceiver or other secured party elects to have this Lease and the interest of Lessee hereunder be superior to any such ground lease, renewalsmortgage or trust deed and evidences such election by notice given to Lessee, replacements then this Lease and the interest of Lessee hereunder shall be deemed superior to any such ground lease, mortgage or extensions trust deed, whether this Lease was executed before or after such ground lease, mortgage or trust deed and in that event such mortgagee, receiver or other secured party shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of such ground lease, mortgage or trust deed and had been assigned to such mortgagee, receiver or other secured party. In the event any purchaser or assignee of any mortgagee at a foreclosure sale acquires title to the Property, or in the event that any mortgagee or any assignee otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee shall attorn to mortgagee or such purchaser or assignee, as the case may be ("Landlord's Mortgage"a “Successor Lessor”), provided and recognize the holder of any Landlord's Mortgage or any person(s) acquiring Successor Lessor as lessor under this Lease; the Premises at any sale or other proceeding Successor Lessor shall recognize Lessee’s tenancy under any such Landlord's Mortgage shall elect to continue this Lease; and this Lease shall continue in full force and effect. Tenant effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall attorn only be liable for any obligations of the Lessor under this Lease which accrue after the date that such Successor Lessor acquires title, that such Successor Lessor shall only be entitled to the holder rights of Lessor for that same period, and that the predecessor Lessor(s) shall remain liable for the period during which they owned the Property to the extent expressly so provided herein. The foregoing provision shall be self-operative and effective without the execution of any Landlord's Mortgage further instruments. Lessee shall give written notice to any lender or mortgagee of Lessor having a recorded lien upon the Property or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations part thereof of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder Lessee has been notified of any Landlord's Mortgage may reasonably require as further evidence breach or default by Lessor of this subordination and attornment. Notwithstanding the foregoing, Tenant's any of its obligations under this Section are conditioned on the holder of each of Landlord's Mortgage Lease and each person acquiring the Premises give such lender or mortgagee at least sixty (60) days to cure such default before Lessee may exercise any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default existsremedy with respect thereto.

MORTGAGE SUBORDINATION AND ATTORNMENT. 16.1 This Lease and the term and estate hereby granted are and shall automatically be subject and subordinate to the lien of each mortgage that may now or at any mortgage time hereafter affect the Building, the Land, or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interestLandlord's interest therein and to all renewals, modifications, consolidations, replacements and extensions thereof (each, an "Underlying Mortgage") and any underlying lease that may now or at any time hereafter affect the Land or Building and to all renewals, modifications, consolidations, replacements and extensions thereof (each, an "Underlying Lease"). The foregoing provision for the subordination of this Lease and the term and estate hereby granted shall be self-operative and no further instrument shall be required to effect the subordination. Nevertheless, Tenant shall, upon request by Landlord, at any time or extensions ("times, execute and deliver any and all instruments that may be necessary or proper to effect, confirm or evidence the subordination. 16.2 If Landlord's Mortgage"interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for 65 77 in any Underlying Mortgage or by law or equity, the person, firm or corporation and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land shall not be (A) liable to pay damages to Tenant caused by any breach, act, omission or negligence of any prior landlord (including the then defaulting landlord), provided but (except for the holder of any LandlordExisting Mortgage) shall nonetheless remain subject to any and all abatements, deductions, offsets, claims, counterclaims and/or defenses which shall have accrued to Tenant against any prior landlord (including the then defaulting landlord) prior to the date that such person, firm or corporation shall have succeeded to the rights of the landlord under the Lease, but in any case, provided, however, such non-liability for damages shall neither diminish such person, firm or corporation's Mortgage liability for continuing obligations of the landlord under the Lease nor diminish Tenant's right under the Lease with respect to the continuing failure of such person, firm or corporation to perform the obligations of the landlord under the Lease after the date that such person, firm or corporation succeeds to the interest of the landlord under the Lease; (B) bound by any person(s) acquiring the Premises at any sale rent, additional rent or other proceeding items of rental under the Lease which Tenant might have paid for more than the current month to any such prior Landlord (including the then defaulting Landlord's Mortgage shall elect to continue ); or (C) bound by the terms of any agreement amending, modifying, supplementing or terminating the Lease (except as contemplated by this Lease in full force and effect. Tenant shall attorn to Lease) made without the written consent of the holder of any Landlord's Mortgage or any person(ssuch Underlying Mortgage, unless such consent shall have been unreasonably withheld. 16.3 Notwithstanding the provisions of Section 16.1, (i) acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided such person(s) assume the obligations of Landlord under this Lease. Tenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence subordination of this subordination Lease to (x) the Modified, Amended and attornment. Notwithstanding Restated Mortgage, Spreader and Consolidation Agreement, dated as of January 9, 1989 and recorded on March 22, 1990 in Reel 1677 page 2057 in the foregoing, TenantOffice of the Register of New York County (the "Register's obligations under this Section are conditioned Office") in favor of the State of California - Public Employees Retirement System and State of California - State Teacher's Retirement System as in effect on the holder date hereof (the "Existing First Mortgage") and (y) the Modified, Amended and Restated Mortgage, Spreader and Consolidation Agreement, dated as of each January 9, 1989 and recorded on March 22, 1990 in Reel 1678 page 1918 in the Register's Office, as the same has been assigned, in favor of Landlord's Mortgage and each person acquiring First Bank National Association, (successor to the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long Trustees of General Electric Pension Trust) as no uncured Event of Default exists.in effect on the date hereof (the "Existing Second Mortgage" and,

MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease Sublease shall automatically be subordinate to any mortgage or deed of trust created by Landlord Sublandlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("Landlord's “Sublandlord’s Mortgage"”), provided the holder of any Landlord's Sublandlord’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any such Landlord's Sublandlord’s Mortgage shall elect to continue this Lease Sublease in full force and effect. Tenant Subtenant shall attorn to the holder of any Landlord's Sublandlord’s Mortgage or any person(s) acquiring the Premises at any sale or other proceeding under any Landlord's Sublandlord’s Mortgage provided such person(s) assume the obligations of Landlord Sublandlord under this LeaseSublease. Tenant Subtenant shall promptly and in no event later than fifteen (15) days execute, acknowledge and deliver documents which the holder of any Landlord's Sublandlord’s Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's Subtenant’s obligations under this Section are conditioned on the holder of each of Landlord's Sublandlord’s Mortgage and each person acquiring the Premises at any sale or other proceeding under any such Landlord's Sublandlord’s Mortgage not disturbing Tenant's Subtenant’s occupancy and other rights under this LeaseSublease, so long as no uncured Event of Default exists.