Common use of Mortgage Subordination Clause in Contracts

Mortgage Subordination. ▇▇▇▇▇▇ agrees, at any time and from time to time, upon not less than ten (10) days prior written request by Landlord or the holder of a mortgage on the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenant.

Mortgage Subordination. ▇▇▇▇▇▇ agreesUpon written request or notice by Landlord, at concurred in by any time mortgagee or trustee of the Site or by any person, firm or corporation intending to become such a mortgagee or trustee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any mortgages or deeds of trust that may hereafter be placed upon the Site and from time the Premises and to timeany and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or trustee named in said mortgages or deeds of trust shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default beyond any applicable grace period. Tenant also agrees that any mortgagee or trustee may elect to have this Lease a prior lien to its mortgage or deed of trust, and in the event of such election and upon notification by such mortgagee or trustee to Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said mortgage or trust deed. Tenant agrees that, upon not less than the requests of Landlord, any mortgagee, or any trustee named in such mortgages or trust deeds, it shall execute and deliver whatever instruments may be required for such purposes and to carry out the intent of this Section, and in the event Tenant fails so to do within ten (10) business days prior written request by after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord or as its attorney in fact and in its name, place and stead so to do. This Lease and all of the holder rights of a mortgage on the Premises, to execute, acknowledge, Tenant hereunder are and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent shall be subject and subordinate to the modification lien of any material terms mortgage or deed of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be trust (i"Mortgage") liable for any act or omission of any prior landlordnow existing, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgagehereinafter may be placed, its successors, transferees or assignees takes possession of on the Premises or otherwise succeeds the Site, or any part thereof, and to any and all renewals, modifications, consolidations, replacements, extensions, or substitutions of any such Mortgage; provided, nevertheless, each Mortgage shall contain provisions to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect that so long as Tenant is not in default hereunder; and e. Tenant will subordinate under this Lease and the estate hereby created to the Lease, no foreclosure of lien of any existing such Mortgage shall impair Tenant's right to quiet possession of the Premises pursuant to the provisions of this Lease. Such subordination shall be automatic, without the execution of any further subordination agreement by Tenant. With respect to any lien or future mortgage liens of any mortgages or deeds of trust placed upon the PremisesSite and the Premises as of the date of this Lease, provided the holder of Landlord shall request such mortgage will mortgagee or trustee to enter into an a non-disturbance agreement with Tenant that provided Tenant agrees to attorn to the interests of the mortgagee in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenanta foreclosure.

Mortgage Subordination. Upon the written request of Landlord or of any successor under a sale and leaseback of the land and/or building in which the Premises are situated or of any mortgagee or beneficiary of Landlord, Tenant shall from time to time in writing subordinate its rights hereunder to the interest of any such successor, as well as to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Premises are a part or against any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. Such written subordination shall be executed and delivered to Landlord within ten (10) days from ▇▇▇▇▇▇'s receipt of a request for the same. If ▇▇▇▇▇▇ agreesfails to execute and deliver such statement to Landlord within said ten-day period, at any time Landlord may, as attorney-in-fact of Tenant, coupled with an interest, execute such statement for, and on behalf, and in the name of ▇▇▇▇▇▇. If requested by ▇▇▇▇▇▇▇▇ in writing, Tenant shall give similar certificates from time to time, upon not less than ten (10) days prior written request by Landlord or time during the holder of a mortgage on the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms term of this Lease nor in the manner hereinabove provided. ▇▇▇▇▇▇ agrees to give any mortgagee, by registered mail, a copy of any notice of default served upon the termination thereof Landlord, provided that prior to such notice Tenant has been notified, in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise) of the Landlord without the prior written consent address of such mortgage holder; mortgagee. Tenant further agrees that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant if ▇▇▇▇▇▇▇▇ shall have given written notice of failed to cure such act or omission to default within the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under provided for in this Lease, then the mortgagee shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the Lease shall continue remedies necessary to cure such default, including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure, in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate which event this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated while such remedies are being so diligently pursued. Landlord agrees to obtain from its lender, if any, a nondisturbance agreement in form acceptable to Landlord and the lender, provided that as long as Tenant performs its obligations hereunder, no foreclosure or disturbed except deed in accordance with lieu of foreclosure shall affect Tenants rights. Notwithstanding anything to the provisions of contrary expressed in this Lease, ▇▇▇▇▇▇ agrees to amend or modify this Lease in case any particulars as may be reasonably required by any mortgagee or beneficiary of Landlord so long as any such amendments or modifications do not materially alter the default substantive rights of TenantTenant herein and so long as Landlord has agreed to the same.

Mortgage Subordination. ▇▇▇▇▇▇ agreesThis Lease shall be subordinate to any mortgage, at deed of trust, deed to secure debt, or other lien or security interest encumbering the Premises (collectively, a “Mortgage”), provided that the holder of which (the “Mortgagee”) has entered into a non-disturbance agreement (a “Non-Disturbance Agreement”) pursuant to which: (i) this Lease shall not be terminated or otherwise affected, nor Tenant’s continued possession of the Premises disturbed, by reason of any time foreclosure, trustee’s sale, deed in lieu of foreclosure or similar proceeding (collectively, a “Foreclosure”); and (ii) upon any Foreclosure, the purchaser automatically shall succeed to the interests and obligations of Landlord under this Lease, this Lease shall constitute a direct lease between the purchaser, as landlord, and Tenant, as tenant, and Tenant shall attorn to the purchaser. The terms of the Non-Disturbance Agreement shall otherwise be reasonably satisfactory to Tenant and the Mortgagee. Landlord warrants that as of the date of this Lease, no Mortgage encumbers the Premises except for the lien of Security Mutual Life Insurance Company of New York (the “Existing Lender”). Landlord shall provide to Tenant, contemporaneously with the execution of this Lease, a Non-Disturbance Agreement from the Existing Lender in form and substance reasonably acceptable to Tenant. Upon request from time to time, Tenant shall execute agreements subordinating this Lease to future Mortgages provided the subordination agreements contain Non-Disturbance Agreements as provided above. Any subordination agreement may include a provision that any subsequent amendment to this Lease made without the Mortgagee’s consent will not be binding upon not less than ten (10) days prior written the Mortgagee or upon any purchaser on Foreclosure. At the request by Landlord or the holder of a mortgage on the Premises, to execute, acknowledgeany Mortgagee, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent subject to the modification requirement that the Tenant receive a Non-Disturbance Agreement from such Mortgagee, Tenant shall attorn to such Mortgagee, its successors in interest, or any purchaser in a foreclosure sale. Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment; and (2) setting forth the terms and conditions of any material terms of Tenant’s tenancy. Upon such attornment, this Lease nor to shall continue in full force and effect as a direct lease between such successor landlord and Tenant on all of the termination thereof by the Landlord without the prior written consent of terms, conditions, and covenants set forth in this Lease, except that such mortgage holder; that the holder of such mortgage successor landlord shall not be (i1) liable for any act or omission of any prior landlordLandlord, or required to cure any default of Landlord, except to the extent: (iia) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any such act or omission constitutes a nonmonetary default of Landlord; (b) such act or omission continues beyond the Landlord until the date when such successor landlord succeeds to Landlord’s interest; and (c) Tenant shall have given prompt written notice of such act or omission to Mortgagee, with an opportunity to cure the holder same, in accordance with the terms hereof; (2) subject to any offsets, defenses, claims, counterclaims, offsets, or setoffs that Tenant may have against Landlord; (3) bound by any Rent that Tenant may have paid more than one month in advance; (4) liable for any security or other deposit, or surrender of any letter of credit, whether or not still held by Landlord, unless such mortgage and until a reasonable period of time shall have elapsed following the giving of security or other deposit was actually received by Mortgagee or such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereundersuccessor landlord, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure receipt of any such security deposit, Mortgagee’s or other action taken under such successor landlord’s obligations with respect thereto shall be limited to the mortgageamount of such security deposit actually received by Mortgagee or such successor landlord, the rights and Mortgagee or such successor landlord shall be entitled to all rights, privileges, and benefits of Landlord set forth in this Lease with respect thereto; (5) bound by any agreement between Landlord and Tenant shall continue not expressly set forth in full force and effect and shall not be terminated this Lease (or disturbed except in accordance with the provisions any exhibit thereto), as amended (subject to Mortgagee’s right to consent thereto); (6) bound by any agreement, amendment, extension, modification, cancellation, or termination of this Lease that was made without the prior written consent of Mortgagee, which consent may be withheld, conditioned, or delayed for any reason, in case the sole discretion of Mortgagee; (7) liable to Tenant under this Lease or otherwise from and after such time as Mortgagee or such successor landlord ceases to be the owner of the default Property; or (8) bound by, or liable for any breach of, any representation or warranty or indemnity agreement of Tenantany kind contained in this Lease or otherwise made by Landlord.

Mortgage Subordination. Lessee accepts this Lease subject and subordinate to any recorded mortgage lien presently existing or hereafter created upon the Building and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building; provided that, as a condition to ▇▇▇▇▇▇'s obligations under this Lease, Lessee and the holder of any mortgage lien which shall be placed on the Premises prior to the Commencement Date shall enter into a subordination, non-disturbance and attornment agreement on terms mutually satisfactory within 15 days of later of the date hereof or the date of the execution of the mortgage by ▇▇▇▇▇▇, which agreement shall provide, INTER ALIA that the mortgagee shall not disturb the tenancy of Lessee, so long as Lessee is not in default of its obligations under this Lease beyond any applicable notice and cure periods. ▇▇▇▇▇▇ agrees, at any time and from time agrees that the form of agreement attached hereto as Exhibit "I" is acceptable as to time, upon not less than ten (10) days prior written request by Landlord or the holder of the now-existing mortgage; provided that ▇▇▇▇▇▇ shall have the right to modify any inaccurate representation contained therein before executing the agreement ▇▇▇▇▇▇ agrees to subordinate Lessee's interest under this Lease to any mortgage lien placed on the Premises after Commencement Date, provided that as a condition to such subordination Lessee and such mortgagee shall enter into a mutually satisfactory non-disturbance, subordination and attornment agreement which shall include a covenant by the mortgagee not to disturb the tenancy of Lessee, so long as Lessee is not in default of its obligations under this Lease beyond any applicable notice and cure periods. Lessor shall use its best efforts to cause any such future mortgagee to agree that insurance proceeds and condemnation awards shall be used for the repair and restoration of the Premises when so provided in this Lease. If the interests of Lessor under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage on the Premises, Lessee shall be bound to executethe transferee (sometimes called the "Purchaser"), acknowledge, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms terms, covenants and conditions of this Lease nor to for the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission balance of the Landlord until term remaining, including any extensions or renewals, with the Tenant shall have given written notice of such act or omission to same force and effect as if the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees Purchaser were Lessor under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created ▇▇▇▇▇▇ agrees to attorn to the lien of Purchaser, including the first mortgagee under any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that if it be the Purchaser, as its Lessor. Notwithstanding the foregoing in the event of a foreclosure of any such mortgage or of any other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee thereunder be disturbed if Lessee shall not then be in default in the payment of rental or other sums or be otherwise in default under the terms of this Lease, and Lessee shall attorn to the purchaser at such foreclosure, sale or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenantproceeding.

Mortgage Subordination. Upon the written request of Landlord or of any successor under a sale and leaseback of the land and/or building in which the Premises are situated or of any mortgagee or beneficiary of Landlord, Tenant shall from time to time in writing subordinate its rights hereunder to the interest of any such successor, as well as to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Premises are a part or against any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof Such written subordination shall be executed and delivered to Landlord within ten (10) days from ▇▇▇▇▇▇'s receipt of a request for the same. If ▇▇▇▇▇▇ agreesfails to execute and deliver such statement to Landlord within said ten-day period, at any time Landlord may, as attorney-in-fact of Tenant, coupled with an interest, execute such statement for, and on behalf, and in the name of ▇▇▇▇▇▇. If requested by ▇▇▇▇▇▇▇▇ in writing, Tenant shall give similar certificates from time to time, upon not less than ten (10) days prior written request by Landlord or time during the holder of a mortgage on the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms term of this Lease nor in the manner hereinabove provided. ▇▇▇▇▇▇ agrees to give any mortgagee, by registered mail, a copy of any notice of default served upon the termination thereof Landlord, provided that prior to such notice Tenant has been notified, in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise) of the Landlord without the prior written consent address of such mortgage holder; mortgagee. Tenant further agrees that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the if Landlord until the Tenant shall have given written notice of failed to cure such act or omission to default within the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under provided for in this Lease, then the mortgagee shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the Lease shall continue remedies necessary to cure such default, including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure, in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate which event this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated while such remedies are being so diligently pursued. Landlord agrees to obtain from its lender, if any, a nondisturbance agreement in form acceptable to Landlord and the lender, providing that as long as Tenant performs its obligations hereunder, no foreclosure or disturbed except deed in accordance with lieu of foreclosure shall affect Tenants rights. Notwithstanding anything to the provisions of contrary expressed in this Lease, ▇▇▇▇▇▇ agrees to amend or modify this Lease in case any particulars as may be reasonably required by any mortgagee or beneficiary of Landlord so long as any such amendments or modifications do not materially alter the default substantive rights of TenantTenant herein and so long as Landlord has agreed to the same.

Mortgage Subordination. ▇▇▇▇▇▇ agrees, at This Lease shall be subordinate to the lien of any time and from time to time, upon not less than ten (10present or future mortgage(s) days prior written request by Landlord or the holder of a mortgage on the Premises. Notwithstanding the automatic nature of the subordination described in this Section, to Tenant shall, with due diligence, execute, acknowledge, acknowledge and deliver to Landlord or its mortgagee or other designee(s), any and all standard forms of documents evidencing such mortgage holder a written agreement with subordination as may be reasonably requested by Landlord or by any proposed mortgagee. If any mortgagee elects to have Tenant's interest in this Lease rendered superior in priority to that mortgagee's lien on the holder Premises, then by notice to Tenant, this Lease shall be deemed superior to that mortgagee's lien, whether this Lease was executed before or after execution or recording of the instrument creating that mortgagee's lien. Any such mortgage providing that: a. The attornment and or subordination referenced in this Lease shall be conditioned on Tenants being allowed to remain in the Premises on the terms otherwise set forth in this Lease provided that Tenant will is not pay any rent in default of its obligations under the Lease more than one month Lease. Any subordination provision contained in advance of its due date; b. Tenant will not consent the Lease, relating either to ground leases or mortgages, is subject to the modification of any material terms of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; express condition that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in material default hereunder; and e. under the Lease, (a) Tenant will subordinate this Lease not be made a party in any action or proceeding brought by any person having rights superior to Tenant to recover possession of the Premises or to foreclose any mortgage or for any other relief sought, and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken (b) Tenant's possession under the mortgage, the rights of Tenant shall continue in full force and effect and Lease shall not be terminated or disturbed except in accordance with disturbed. Landlord agrees to deliver to Tenant letters from any holder of rights superior to Tenant, including mortgages and ground lessors, recognizing Tenant's rights hereunder, such delivery to take place as a condition of and prior to the provisions Commencement Date of this Lease in case of Lease. Anything to the default of Tenantcontrary notwithstanding, Landlord shall only use its best efforts to obtain non-disturbance agreement from its present mortgage lender(s).

Mortgage Subordination. ▇▇▇▇▇▇ agreesThis Lease shall be and hereby is made subject and subordinate at all times to the security title of any deed to secure debt granted by Lessor which may now or hereafter affect the real property of which the Premises forms a part, at any time and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from time to time, upon not less than ten (10) days prior written request by Landlord or the holder of any deed to secure debt affecting the Premises an agreement, in writing, in recordable form, for itself, its successors and assigns, that the rights of Lessee under the Lease shall not be terminated, and the possession of Lessee shall not be disturbed by any holder of any deed to secure debt or by any proceeding on the debt which any such deed to secure debt secures, or by any person, firm or corporation whose rights were acquired as a mortgage on result of such proceeding or by virtue of a right or power contained in any such deed to secure debt or the bond or note secured thereby and that any sale at foreclosure will be subject to this Lease, subject however, to the conditions requested by such holder of such deed to secure debt as a prerequisite to the execution of such agreement. Lessee agrees that, in the event of foreclosure of any such deed to secure debt or sale of the Premises under the power contained therein, Lessee will attorn to and accept the purchaser at any such sale as Lessor for the balance of the then remaining Lease Term, subject to all of the terms and conditions of the Lease. If Lessor shall notify Lessee of the placing of any deed to secure debt against the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement with Lessee agrees that in the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason event of any act or omission by Lessor or any other occurrence which would give Lessee the right to terminate this Lease, to claim a partial or total eviction, or to reduce any rent payments hereunder, Lessee shall not exercise any such right until (a) it has notified in writing the holder of any deed to secure debt which at the Landlord until time shall be a lien on the Tenant shall have given written notice Premises and of which it has notice, of such act or omission, (b) a reasonable period, not exceeding thirty (30) days, for commencing the remedying of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed lapsed following the giving of such notice during which period notice, and (c) Lessee or such holder holder, with reasonable diligence, shall not have the right so commenced and continue to remedy such act or omission; d. In omission or cause the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds same to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenantremedied.

Mortgage Subordination. ▇▇▇▇▇▇ agreesThis Lease and the term and estate hereby granted are and shall be subject and subordinate to the lien of each mortgage which may now or at any time hereafter affect the Building and/or the Land, or the Landlord’s interest therein (all such mortgages being in this Lease collectively called “the underlying mortgages”). The foregoing provisions 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 any such subordination; but the Tenant shall, however, upon request by the Landlord, at any time or times execute and from time deliver any and all instruments that may be necessary or proper to time, upon not less than ten (10) days prior written request by Landlord effect such subordination or to confirm or evidence the holder of a mortgage on the Premises, to execute, acknowledgesame, and in the event that the Tenant shall fail to execute and deliver any such instrument the Landlord, in addition to any other remedies, may, as the agent or attorney-in-fact of the Tenant, execute and deliver the same, and the Tenant hereby irrevocably constitutes and appoints the Landlord the Tenant’s agent and attorney-in-fact for such purpose. If the Landlord’s interest in the Building and the Land shall be sold or such mortgage holder a written agreement with conveyed to any person, firm or corporation upon the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification exercise of any material terms of this Lease nor remedy provided for in any underlying mortgage or by law or equity, such person, firm or corporation and each person, firm or corporation thereafter succeeding to its interest in the termination thereof by Building and the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage Land (i) shall not be (i) liable for any act or omission of any the Landlord under this Lease occurring prior landlordto such sale or conveyance, or (ii) shall not be subject to any offsets offset, defense or defenses which Tenant might have against any counterclaim accruing prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act such sale or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgageconveyance, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and (iii) shall not be terminated bound by any payment prior to such sale or disturbed conveyance of fixed rent or additional rent for more than one month in advance (except prepayments in accordance with the nature of security for the performance by the Tenant of its obligations hereunder), and (iv) shall be liable for the keeping, observance and performance of the other covenants, agreements, terms, provisions of and conditions to be kept, observed and performed by the Landlord under this Lease in case of only during the default of Tenantperiod such person, firm or corporation shall hold such interest.

Mortgage Subordination. Section 22.1. This lease shall be subject and subordinate to any mortgage granted by Landlord, all instruments in connection therewith (including Assignment of Lessor’s Interest in Lease), and to any other mortgage hereafter placed and becoming a lien upon the fee title of the Leased Premises and to any renewals, extensions, modifications, consolidations, replacements and correlations thereof (collectively referred to herein as “Mortgage”). Section 22.2. This lease is and shall be subject and subordinate to any security agreement executed as additional or supplemental security to any Mortgage referred to in Section 22.1, and to any financing statements under the Uniform Commercial Code. Section 22.3. The provisions of this Article shall be self-operative, without the necessity of any other written consent, approval or subordination by ▇▇▇▇▇▇ agrees▇. However, upon request of ▇▇▇▇▇▇▇▇, Tenant, at any time or times, shall execute, acknowledge and from time deliver to timeLandlord, upon not less than ten (10) days prior written request without expense to Landlord, any instruments required by Landlord or the holder mortgagee to confirm such subordination. Tenant, in confirmation of the foregoing, hereby irrevocably nominates, constitutes and appoints Landlord, ▇▇▇▇▇▇’s proper and legal attorney-in-fact for any purpose required to effectuate and carry out the intent of this Article, with a mortgage on power coupled with an interest, hereby ratifying all that Landlord may do as such attorney-in-fact of Tenant. Section 22.4. Tenant shall not perform or permit the performance of any act which is prohibited by the provisions of any Mortgage to which this Lease is subject and shall not do anything or suffer or permit any act, condition or thing to occur at the Leased Premises, which constitutes a default under such Mortgage except that Tenant shall not be obligated to execute, acknowledge, and deliver pay the principal indebtedness thereof or interest thereon. Section 22.5. Tenant shall consent to Landlord or such mortgage holder a written agreement with reasonable amendments of this Lease as the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent Mortgage to the modification of any material terms of which this Lease nor to is subject shall request provided that such amendments do not increase the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act Fixed Net Rent or omission of any prior landlord, Additional Rent or (ii) subject to any offsets increase Tenant’s other obligations or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord decreases Tenant’s rights hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to do not shorten the holder, its successors, transferees or assignees under term of this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenant.

Mortgage Subordination. ▇▇▇▇▇▇ agreesThis Lease is and shall at all times, unless Landlord shall otherwise elect, be subject and subordinate to all easements and encumbrances now or hereafter affecting the fee title of the Shopping Center and to all mortgages, deeds of trust, financing or refinancing in any amounts which may now or hereafter be placed against or affect any or all of the land or any or all of the building and improvements now or at any time and from time hereafter constituting part of the Shopping Center. Notwithstanding the foregoing, any successor to time, upon not less than ten (10) days prior written request by Landlord or the holder of a mortgage on Landlord’s interest in the Premises, to execute, acknowledge, and deliver to Landlord including any ground lessor or such mortgage holder a written agreement with the holder of such any mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance or deed of its due date; b. Tenant will not consent to the modification of any material terms of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlordtrust, or (ii) subject to any offsets purchaser at foreclosure (or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason deed in lieu of any act or omission of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgageforeclosure) shall, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate of the terms and conditions of this Lease (beyond any applicable cure periods), recognize and accept this Lease and all terms, conditions, and obligations of the estate hereby created Landlord contained herein. Tenant also agrees that any mortgagee or trustee may elect to have this Lease deemed prior to the lien of any existing its mortgage or future deed of trust, and upon notification by such mortgagee or trustee to Tenant to that effect, this Lease shall be deemed prior in lien to the said mortgage upon or deed of trust, whether this Lease is dated prior to or subsequent to the Premises, provided the holder date of said mortgage or deed of trust. Tenant agrees that if Landlord’s mortgagee or trustee requests confirmation of such mortgage will enter into an agreement with Tenant that in the event subordination, within twenty (20) days after receipt of foreclosure or other action taken under the mortgagewritten request therefor, the rights of Tenant shall continue execute and deliver whatever instruments (including but not limited to a Memorandum of Lease and/or a Non-Disturbance and Attornment Agreement in full force and effect and shall not recordable form) as may be terminated or disturbed except in accordance with reasonably required for such purposes to carry out the provisions intent of this Lease in case of the default of Tenantsection.

Mortgage Subordination. ▇▇▇▇▇▇ agreesAt the time of the conveyance of this Agreement, at any time and from time the Property is subject to time, upon not less than ten (10) days prior written request by Landlord or the holder of a mortgage on the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement Mortgage recorded/filed with the holder of such mortgage providing that:Registry in Book _, Page or Document No. (hereinafter "the Mortgage”) and held by a. The Tenant will not pay Mortgagee and its assignees shall have a prior claim to all insurance proceeds as a result of any rent under casualty, hazard or accident occurring to or about the Lease more than one month Property and all proceeds of condemnation proceedings, and shall be entitled to same in advance of its due date;preference to the proceeds until the Mortgage is satisfied in full and discharged, notwithstanding that the Mortgage is subordinate in priority to this Agreement. b. Tenant will not consent If the Mortgagee receives an assignment of the leases, rents, and profits of the Property as security or additional security for the loan secured by the Mortgage, then the Mortgagee shall have a prior claim to the modification leases, rents, and profits of any material terms of this Lease nor the Property and shall be entitled to receive same in preference to the termination thereof by Town until the Landlord without the prior written consent of such mortgage holder; Mortgagee's debt is paid off or otherwise satisfied, notwithstanding that the holder of such mortgage Mortgage is subordinate in priority to the Agreement. c. The Mortgagee or purchaser in foreclosure shall not be (i) liable for any act or omission of any prior landlordhave no obligation, debt, or (ii) subject to any offsets liability under this Agreement until the Mortgagee or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission a purchaser in foreclosure under it obtains ownership of the Landlord until the Tenant shall have given written notice of such act or omission to the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. Property. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgagedeed in lieu of foreclosure, the rights of Tenant shall continue in full force and effect and this Agreement shall not be terminated extinguished. d. Nothing contained in this Section or disturbed except in accordance with this Agreement shall be construed to given any Mortgagee the provisions right to violate the terms of this Lease in case of Agreement or to extinguish this Agreement by taking title to the default of TenantProperty by foreclosure or otherwise.

Mortgage Subordination. ▇▇▇▇▇▇ agreesUpon the written request of Landlord or of any lessor under a sale and leaseback of the land and/or building in which the Premises are situated or of any mortgagee or beneficiary of Landlord, at any time and Tenant will from time to timetime in writing subordinate its rights hereunder to the interest of any such lessor, as well as to the lien of any mortgage or deed of trust now or hereafter in force against the land and building of which the Premises are a part or against any buildings hereafter placed upon not less than the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. Such written subordination shall be executed and delivered to Landlord within ten (10) days prior written from Tenant's receipt of a request for the same. If Tenant fails to execute and deliver such statement to Landlord within said ten-day period, Landlord may, as attorney-in-fact of Tenant, coupled with an interest, execute such statement for, and on behalf, and in the name of Tenant. If requested by Landlord or in writing, Tenant shall give similar certificates from time to time during the holder of a mortgage on the Premises, to execute, acknowledge, and deliver to Landlord or such mortgage holder a written agreement with the holder of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms term of this Lease nor in the manner hereinabove provided. Tenant agrees to give any mortgagees and/or trust deed holders, by registered mail, a copy of any notice of default served upon the termination thereof Landlord, provided that prior to such notice Tenant has been notified, in writing, (by way of Notice of Assignment of Rents and Leases, or otherwise) of the Landlord without the prior written consent address of such mortgage holder; mortgagees and/or trust deed holders. Tenant further agrees that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek to terminate this Lease by reason of any act or omission of the if Landlord until the Tenant shall have given written notice of failed to cure such act or omission to default within the holder of such mortgage and until a reasonable period of time shall have elapsed following the giving of such notice during which period such holder shall have the right to remedy such act or omission; d. In the event the holder of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunder, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days, any mortgagee and/or trust deed holders has commenced and is diligently pursuing the Lease shall continue remedies necessary to cure such default, including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate which event this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of such mortgage will enter into an agreement with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated while such remedies are being so diligently pursued. Landlord agrees to obtain from its lender, if any, a non-disturbance agreement in form acceptable to Landlord and the lender, providing that as long as Tenant performs its obligations hereunder, no foreclosure, deed in lieu of foreclosure or disturbed except trustee's sale shall affect Tenants rights. Notwithstanding anything to the contrary expressed in accordance with the provisions of this Lease, Tenant agrees to amend or modify this Lease in case any particulars as may be reasonably required by any mortgagee or beneficiary of Landlord so long as any such amendments or modifications do not materially alter the default substantive rights of TenantTenant herein and so long as Landlord has agreed to the same.

Mortgage Subordination. ▇▇▇▇▇▇ agreesThis Lease shall be and hereby is made subject and subordinate at all times to the lien or security title of any mortgage granted by Lessor which may now or hereafter affect the real property of which the Premises forms a part, and to all renewals, modifications, consolidations, participation's, replacements and extensions thereof. The term "mortgage" as used in this Lease shall include deeds of trust and deeds to secure debt. Lessee agrees that, in the event of foreclosure of any such mortgage or sale of the Premises under a power contained therein, Lessee will attorn to and accept the purchaser at any time such sale as Lessor for the balance of the term of this Lease, subject to all of the terms and from time to time, upon not less than ten (10) days prior written request by Landlord or conditions of this Lease. Lessee agrees that if Lessor notifies Lessee of the holder placing of a any mortgage on against the Premises, to executethen Lessee shall not, acknowledgeduring the term hereof, and deliver to Landlord assert any claim of total or such mortgage holder a written agreement with the holder partial eviction, of such mortgage providing that: a. The Tenant will not pay any rent under the Lease more than one month in advance of its due date; b. Tenant will not consent to the modification of any material terms of this Lease nor to the termination thereof by the Landlord without the prior written consent of such mortgage holder; that the holder of such mortgage shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; c. Tenant will not seek right to terminate this Lease by reason or of any act or omission right to reduce the rental payments due hereunder unless and until (a) Lessee has given notice in writing of the Landlord until the Tenant shall have given written notice basis of such act or omission claim to the holder of such any mortgage which at the time encumbers the Premises and until of which Lessee has notice, (b) a reasonable period of time shall have time, not less than thirty (30) days, has elapsed following the giving of such notice during which period to permit such mortgage holder shall have the right to commence action to remedy such act or omission; d. In cure the event the holder basis of such mortgage, its successors, transferees or assignees takes possession of the Premises or otherwise succeeds to the interest of Landlord hereunderclaim, and upon written notice from said holder, its successors, transferees or assigns, Tenant shall attorn to the holder, its successors, transferees or assignees under this Lease, (c) Lessor and the Lease shall continue in full force and effect so long as Tenant is not in default hereunder; and e. Tenant will subordinate this Lease and the estate hereby created to the lien of any existing or future mortgage upon the Premises, provided the holder of every such mortgage will enter into an agreement holder fail to commence and pursue such remedial action with Tenant that in the event of foreclosure or other action taken under the mortgage, the rights of Tenant shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the provisions of this Lease in case of the default of Tenantreasonable diligence.