Common use of Mortgage Subordination Clause in Contracts

Mortgage Subordination. This 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, and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from 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 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, Lessee agrees that in the 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 time shall be a lien on the 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 shall have lapsed following the giving of such notice, and (c) Lessee or such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remedied.

Mortgage Subordination. This Lease and the term and estate hereby granted are and shall be and hereby is made subject and subordinate at all times to the security title lien of any deed to secure debt granted by Lessor each mortgage which may now or at any time hereafter affect the real property Building and/or the Land, or the Landlord's interest therein (all such mortgages being collectively called "the underlying mortgages"), (See Rider H attached to this Lease) Rider 'H' attached to and forming a part of which Lease dated June 21, 1988, between ROCKEFELLER CENTER NORTH, INC., as the Premises forms a partLandlord, and to all renewalsWHITE & XXXXXXXXX, modificationsINC., consolidationsas the Tenant. provided, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from the holder of any deed to secure debt affecting the Premises an agreement, in writing, in recordable form, for itself, its successors and assignshowever, that such subordination of this Lease and the rights term and estate hereby granted to any underlying mortgage hereafter entered into by the Landlord shall be upon the condition that the mortgagee thereunder shall deliver to the Tenant an instrument in writing providing in substance that, so long as no default exists, nor any event has occurred, which has continued to exist for such period of Lessee under time (after notice, if any, required by this Lease) as would entitle the Landlord to terminate this Lease or would cause, without any further action of the Landlord, the termination of this Lease or would entitle the Landlord to disposess the Tenant, this Lease shall not be terminated, nor shall the Tenant's use, possession or enjoyment of the premises be interfered with, nor shall the leasehold estate granted by this Lease be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with such underlying mortgage or in case such mortgagee takes possession of the Building pursuant to any provision of such underlying mortgage, unless the Landlord would have had such right if such underlying mortgage had not been made or if the Landlord had not defaulted under such underlying mortgage. The Landlord will use all reasonable efforts to obtain a similar instrument in writing from the mortgagee under the presently existing underlying mortgage. The foregoing provisions for the subordination of this Lease and the possession of Lessee term and estate hereby granted shall not be disturbed by any holder of any deed self-operative and no further instrument shall be required to secure debt or by any proceeding on the debt which effect any such deed to secure debt securessubordination; but the Tenant shall, or by any person, firm or corporation whose rights were acquired as a 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, upon request by the Landlord, at any time or times execute and deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the conditions requested by such holder of such deed to secure debt as a prerequisite to the execution of such agreement. Lessee agrees thatsame, and in the event of foreclosure of that the Tenant shall fail to execute and deliver any such deed instrument the Landlord, in addition to secure debt any other remedies, may, as the agent or sale attorney-in-fact of the Premises under Tenant, execute and deliver 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, Lessee agrees that in the 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 time shall be a lien on the 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 shall have lapsed following the giving of such noticesame, and (c) Lessee or the Tenant hereby irrevocably constitutes and appoints the Landlord the Tenant's agent and attorney-in-fact for such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remediedpurpose.

Mortgage Subordination. This Lease shall be and hereby is made subject and subordinate at all times to the security title lien of any deed present or future mortgage(s) on the Premises. Notwithstanding the automatic nature of the subordination described in this Section, Tenant shall, with due diligence, execute, acknowledge and deliver to secure debt granted Landlord or its mortgagee or other designee(s), any and all standard forms of documents evidencing such subordination as may be reasonably requested by Lessor which may now Landlord or hereafter affect 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 real property 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 which the instrument creating that mortgagee's lien. Any such attornment and or subordination referenced in this Lease shall be conditioned on Tenants being allowed to remain in the Premises forms on the terms otherwise set forth in this Lease provided that Tenant is not in default of its obligations under the Lease. Any subordination provision contained in the Lease, relating either to ground leases or mortgages, is subject to the express condition that so long as Tenant is not in material default under the Lease, (a) Tenant will not be made a partparty 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 to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from 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 (b) Tenant's possession under the Lease shall not be terminated, and the possession of Lessee shall not be disturbed by disturbed. Landlord agrees to deliver to Tenant letters from any holder of any deed rights superior to secure debt or by any proceeding on the debt which any Tenant, including mortgages and ground lessors, recognizing Tenant's rights hereunder, such deed delivery to secure debt secures, or by any person, firm or corporation whose rights were acquired take place as a result condition 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, prior to the conditions requested by such holder Commencement Date of such deed to secure debt as a prerequisite Lease. Anything to the execution of such agreement. Lessee agrees thatcontrary notwithstanding, in the event of foreclosure of any such deed Landlord shall only use its best efforts 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, Lessee agrees that in the 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 time shall be a lien on the 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 shall have lapsed following the giving of such notice, and (c) Lessee or such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remediedobtain non-disturbance agreement from its present mortgage lender(s).

Mortgage Subordination. This Lease shall be and hereby is made subject and subordinate at all times to the security title of any deed to secure debt granted Upon written request or notice by Lessor which may now or hereafter affect the real property of which the Premises forms a partLandlord, and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from the holder of any deed to secure debt affecting the Premises an agreement, concurred 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 mortgagee or trustee of any deed to secure debt or by any proceeding on the debt which any such deed to secure debt secures, Site or by any person, firm or corporation whose intending to become such a mortgagee or trustee, Tenant agrees to subordinate its rights were acquired as a 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 under this Lease, subject however, Lease to the conditions requested by such holder lien or liens of such deed any mortgages or deeds of trust that may hereafter be placed upon the Site and the Premises and to secure debt as a prerequisite any and all advances to be made thereunder, and to the execution interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or trustee named in said mortgages or deeds of such agreement. Lessee agrees that, trust shall agree to recognize the lease of Tenant in the event of foreclosure of if Tenant is not in default beyond 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 Leaseapplicable grace period. If Lessor shall notify Lessee of the placing of any deed to secure debt against the Premises, Lessee 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 the requests of Landlord, any act or omission by Lessor mortgagee, or any other occurrence 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 after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in fact and in its name, place and stead so to do. This Lease and all of the rights of Tenant hereunder are and shall be subject and subordinate to the lien of any mortgage or deed of trust ("Mortgage") now existing, or which would give Lessee hereinafter may be placed, on the right Premises or the Site, or any part thereof, and to terminate any and all renewals, modifications, consolidations, replacements, extensions, or substitutions of any such Mortgage; provided, nevertheless, each Mortgage shall contain provisions to the effect that so long as Tenant is not in default under this Lease, to claim a partial or total eviction, or to reduce any rent payments hereunder, Lessee shall not exercise no foreclosure of lien of any such Mortgage shall impair Tenant's right until (a) it has notified in writing to quiet possession of the holder Premises pursuant to the provisions of this Lease. Such subordination shall be automatic, without the execution of any deed further subordination agreement by Tenant. With respect to secure debt which at any lien or liens of any mortgages or deeds of trust placed upon the time shall be a lien on Site and the Premises and as of which it has noticethe date of this Lease, Landlord shall request such mortgagee or trustee to enter into a non-disturbance agreement with Tenant provided Tenant agrees to attorn to the interests of such act or omission, (b) the mortgagee in the event of a reasonable period, not exceeding thirty (30) days, for commencing the remedying of such act or omission shall have lapsed following the giving of such notice, and (c) Lessee or such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remediedforeclosure.

Mortgage Subordination. This Lease shall be and hereby is made subject and subordinate at all times to the security title any mortgage, deed of any trust, deed to secure debt granted by Lessor which may now debt, or hereafter affect the real property of which other lien or security interest encumbering the Premises forms (collectively, a part“Mortgage”), and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from provided that the holder of any deed which (the “Mortgagee”) has entered into a non-disturbance agreement (a “Non-Disturbance Agreement”) pursuant 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 which: (i) this Lease shall not be terminatedterminated or otherwise affected, and the nor Tenant’s continued possession of Lessee shall not be disturbed the Premises disturbed, by any holder reason of any 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 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 result interests and obligations 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 Landlord under this Lease, subject howeverthis Lease shall constitute a direct lease between the purchaser, as landlord, and Tenant, as tenant, and Tenant shall attorn to the conditions requested by such holder purchaser. The terms of such deed the Non-Disturbance Agreement shall otherwise be reasonably satisfactory to secure debt Tenant and the Mortgagee. Landlord warrants that as a prerequisite 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 such agreementthis Lease, a Non-Disturbance Agreement from the Existing Lender in form and substance reasonably acceptable to Tenant. Lessee agrees thatUpon request from time to time, in Tenant shall execute agreements subordinating this Lease to future Mortgages provided the event of foreclosure 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 the Mortgagee or upon any purchaser on Foreclosure. At the request of any Mortgagee, and subject to the requirement that the Tenant receive a Non-Disturbance Agreement from such deed to secure debt or sale of the Premises under the power contained thereinMortgagee, Lessee will Tenant shall attorn to such Mortgagee, its successors in interest, or any purchaser in a foreclosure sale. Tenant shall promptly execute and accept the purchaser at deliver any instrument that such sale as Lessor for the balance of the then remaining Lease Term, subject to all of successor landlord may reasonably request (1) evidencing such attornment; and (2) setting forth the terms and conditions of the LeaseTenant’s tenancy. If Lessor Upon such attornment, this Lease shall notify Lessee continue in full force and effect as a direct lease between such successor landlord and Tenant on all of the placing of any deed to secure debt against the Premisesterms, Lessee agrees conditions, and covenants set forth in this Lease, except that in the event of such successor landlord shall not be (1) liable for 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 evictionof Landlord, or required to reduce cure any rent payments hereunderdefault of Landlord, Lessee shall not exercise any such right until except to the extent: (a) it has notified in writing the holder of any deed to secure debt which at the time shall be a lien on the Premises and of which it has notice, of such act or omission, omission constitutes a nonmonetary default of Landlord; (b) a reasonable period, not exceeding thirty such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest; and (30c) days, for commencing the remedying Tenant shall have given prompt written notice of such act or omission to Mortgagee, with an opportunity to cure the 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 security or other deposit was actually received by Mortgagee or such successor landlord, and in the event of receipt of any such security deposit, Mortgagee’s or such successor landlord’s obligations with respect thereto shall have lapsed following be limited to the giving amount of such noticesecurity deposit actually received by Mortgagee or such successor landlord, and (c) Lessee Mortgagee or such holdersuccessor landlord shall be entitled to all rights, privileges, and benefits of Landlord set forth in this Lease with reasonable diligencerespect thereto; (5) bound by any agreement between Landlord and Tenant not expressly set forth in this Lease (or any exhibit thereto), shall not have so commenced 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 the sole discretion of Mortgagee; (7) liable to Tenant under this Lease or otherwise from and continue to remedy after such act time as Mortgagee or omission or cause the same such successor landlord ceases to be remediedthe owner of the Property; or (8) bound by, or liable for any breach of, any representation or warranty or indemnity agreement of any kind contained in this Lease or otherwise made by Landlord.

Mortgage Subordination. This Lease and the term and estate hereby granted are and shall be and hereby is made subject and subordinate at all times to the security title lien of any deed to secure debt granted by Lessor each mortgage which may now or at any time hereafter affect the real property 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 which this Lease and the Premises forms a partterm 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 deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same, and in the event that the Tenant shall fail to all renewals, modifications, consolidations, participations, replacements execute and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from deliver any such instrument the holder of any deed to secure debt affecting the Premises an agreementLandlord, in writingaddition to any other remedies, in recordable formmay, for itselfas the agent or attorney-in-fact of the Tenant, its successors execute and assigns, that deliver the rights of Lessee under the Lease shall not be terminatedsame, and the possession of Lessee 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 not be disturbed by any holder of any deed sold or conveyed 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 result upon the exercise of such proceeding any remedy provided for in any underlying mortgage or by virtue of a right law or power contained in any equity, such deed person, firm or corporation and each person, firm or corporation thereafter succeeding 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, its interest in the event of foreclosure of any such deed to secure debt or sale of Building and the Premises under the power contained therein, Lessee will attorn to and accept the purchaser at any such sale as Lessor Land (i) shall not be liable 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, Lessee agrees that in the event of any act or omission by Lessor of the Landlord under this Lease occurring prior to such sale or any other occurrence which would give Lessee the right to terminate this Leaseconveyance, to claim a partial or total eviction, or to reduce any rent payments hereunder, Lessee (ii) shall not exercise be subject to any offset, defense or counterclaim accruing prior to such right until (a) it has notified in writing the holder of any deed to secure debt which at the time shall be a lien on the Premises and of which it has notice, of such act sale or omissionconveyance, (biii) a reasonable period, shall not exceeding thirty be bound by any payment prior to such sale or conveyance of fixed rent or additional rent for more than one month in advance (30) days, except prepayments in the nature of security for commencing the remedying performance by the Tenant of such act or omission shall have lapsed following the giving of such noticeits obligations hereunder), and (civ) Lessee or such holdershall be liable for the keeping, with reasonable diligenceobservance and performance of the other covenants, shall not have so commenced agreements, terms, provisions and continue to remedy such act or omission or cause the same conditions to be remediedkept, observed and performed by the Landlord under this Lease only during the period such person, firm or corporation shall hold such interest.

Mortgage Subordination. This Lease shall be Upon the written request of Landlord or of any lessor under a sale and hereby is made subject and leaseback of the land and/or building in which the Premises are situated or of any mortgagee or beneficiary of Landlord, Tenant will from time to time in writing subordinate at all times its rights hereunder to the security title interest of any such lessor, as well as to the lien of any mortgage or deed to secure debt granted by Lessor which may of trust now or hereafter affect in force against the real property land and building of which the Premises forms are a part or against any buildings hereafter placed upon the land of which the Premises are a part, and to all renewals, modifications, consolidations, participations, replacements and extensions advances made or hereafter to be made upon the security thereof. Upon Lessee’s Such written requestsubordination shall be executed and delivered to Landlord within ten (10) days 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, Lessor will use reasonable efforts 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 in writing, Tenant shall give similar certificates from time to obtain from time during the holder term of this Lease in the manner hereinabove provided. Tenant agrees to give any mortgagees and/or trust deed holders, by registered mail, a copy of any deed notice of default served upon the Landlord, provided that prior to secure debt affecting the Premises an agreementsuch notice Tenant has been notified, in writing, in recordable form, for itself, its successors (by way of Notice of Assignment of Rents 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 securesLeases, or by any person, firm or corporation whose rights were acquired as a result otherwise) of the address of such proceeding or by virtue of a right or power contained mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for 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 howeverthen 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, to the conditions requested by then such holder of additional time as may be necessary if within 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, Lessee agrees that in the 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 time shall be a lien on the Premises and of which it has notice, of such act or omission, (b) a reasonable period, not exceeding thirty (30) days, for commencing any mortgagee and/or trust deed holders has commenced and is diligently pursuing the remedying remedies necessary to cure such default, including but not limited to commencement of foreclosure proceedings, if necessary to effect such act or omission shall have lapsed following the giving of such noticecure), and (c) Lessee or such holder, with reasonable diligence, in which event this Lease shall not have be terminated while such remedies are being so commenced diligently pursued. Landlord agrees to obtain from its lender, if any, a non-disturbance agreement in form acceptable to Landlord and continue the lender, providing that as long as Tenant performs its obligations hereunder, no foreclosure, deed in lieu of foreclosure or trustee's sale shall affect Tenants rights. Notwithstanding anything to remedy the contrary expressed in this Lease, Tenant agrees to amend or modify this Lease in any particulars as may be reasonably required by any mortgagee or beneficiary of Landlord so long as any such act amendments or omission or cause modifications do not materially alter the same substantive rights of Tenant herein and so long as Landlord has agreed to be remediedthe same.

Mortgage Subordination. This Lessee accepts this 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 recorded mortgage lien presently existing or hereafter affect created upon the real property of which the Premises forms a part, Building and to all renewalsexisting recorded restrictions, modificationscovenants, consolidationseasements and agreements with respect to the Building; provided that, participationsas a condition to Xxxxxx's obligations under this Lease, replacements Lessee and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from the holder of any deed to secure debt affecting mortgage lien which shall be placed on the Premises an agreementprior to the Commencement Date shall enter into a subordination, in writing, in recordable form, for itself, its successors non-disturbance and assigns, that attornment agreement on terms mutually satisfactory within 15 days of later of 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 result of such proceeding or by virtue of a right or power contained in any such deed to secure debt date hereof 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 date of such deed to secure debt as a prerequisite to the execution of the mortgage by Xxxxxx, 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. Xxxxxx agrees that the form of agreement attached hereto as Exhibit "I" is acceptable as to the holder of the now-existing mortgage; provided that Xxxxxx shall have the right to modify any inaccurate representation contained therein before executing the agreement Xxxxxx 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 agreementsubordination 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. Lessee agrees that, in the event of foreclosure of Lessor shall use its best efforts to cause any such deed future mortgagee to secure debt or sale 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 the transferee (sometimes called the "Purchaser"), under the power contained thereinterms, Lessee will attorn to covenants and accept the purchaser at any such sale as Lessor conditions of this Lease for the balance of the then remaining Lease Termterm remaining, subject including any extensions or renewals, with the same force and effect as if the Purchaser were Lessor under this Lease, and Xxxxxx agrees to all of attorn to the terms and conditions of Purchaser, including the Leasefirst mortgagee under any such mortgage if it be the Purchaser, as its Lessor. If Lessor shall notify Lessee of Notwithstanding the placing of any deed to secure debt against the Premises, Lessee agrees that foregoing in the event of a foreclosure of any act such mortgage or omission by Lessor or of any other occurrence which would give 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 right to terminate payment of rental or other sums or be otherwise in default under the terms of this Lease, to claim a partial or total eviction, or to reduce any rent payments hereunder, and Lessee shall not exercise any attorn to the purchaser at such right until (a) it has notified in writing the holder of any deed to secure debt which at the time shall be a lien on the Premises and of which it has noticeforeclosure, of such act sale or omission, (b) a reasonable period, not exceeding thirty (30) days, for commencing the remedying of such act other action or omission shall have lapsed following the giving of such notice, and (c) Lessee or such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remediedproceeding.

Mortgage Subordination. This Lease shall be and hereby is made subject and subordinate at all times to the lien or security title of any deed to secure debt 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, participationsparticipation's, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from the holder The term "mortgage" as used in this Lease shall include deeds of any deed trust and deeds 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 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 agreementdebt. Lessee agrees that, in the event of foreclosure of any such deed to secure debt mortgage or sale of the Premises under the a 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 Termterm of this Lease, subject to all of the terms and conditions of the this Lease. If Lessee agrees that if Lessor shall notify notifies Lessee of the placing of any deed to secure debt mortgage against the Premises, then Lessee agrees that in shall not, during the event term hereof, assert any claim of any act total or omission by Lessor or any other occurrence which would give Lessee the partial eviction, of right to terminate this Lease, to claim a partial Lease or total eviction, or of right to reduce any rent the rental payments hereunder, Lessee shall not exercise any such right due hereunder unless and until (a) it Lessee has notified given notice in writing of the basis of such claim to the holder of any deed to secure debt mortgage which at the time shall be a lien on encumbers the Premises and of which it Lessee has notice, of such act or omission, (b) a reasonable periodperiod of time, not exceeding less than thirty (30) days, for commencing the remedying of such act or omission shall have lapsed has elapsed following the giving of such noticenotice to permit such mortgage holder to commence action to remedy or cure the basis of such claim, and (c) Lessee or Lessor and every such holder, mortgage holder fail to commence and pursue such remedial action with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remedied.

Mortgage Subordination. This Lease is and shall at all times, unless Landlord shall otherwise elect, be and hereby is made subject and subordinate at to all times to easements and encumbrances now or hereafter affecting the security fee title of the Shopping Center and to all mortgages, deeds of trust, financing or refinancing in any deed to secure debt granted by Lessor amounts which may now or hereafter be placed against or affect any or all of the real property land or any or all of which the Premises forms a partbuilding and improvements now or at any time hereafter constituting part of the Shopping Center. Notwithstanding the foregoing, and any successor to all renewalsLandlord’s interest in the Premises, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written request, Lessor will use reasonable efforts to obtain from the including any ground lessor or holder of any mortgage or deed of trust, or 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 purchaser at foreclosure (or by any proceeding on the debt which any such deed to secure debt securesin lieu of foreclosure) shall, or by any person, firm or corporation whose rights were acquired so long as a result of such proceeding or by virtue of a right or power contained Tenant is not 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 default of the terms and conditions of the Lease. If Lessor shall notify Lessee this Lease (beyond any applicable cure periods), recognize and accept this Lease and all terms, conditions, and obligations of the placing of any deed to secure debt against the Premises, Lessee Landlord contained herein. Tenant also agrees that in any mortgagee or trustee may elect to have this Lease deemed prior to the event lien of any act its mortgage or omission deed of trust, and upon notification by Lessor such mortgagee or any other occurrence which would give Lessee the right trustee to terminate Tenant to that effect, 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 time Lease shall be a deemed prior in lien on to the Premises and said mortgage or deed of which it has noticetrust, whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees that if Landlord’s mortgagee or trustee requests confirmation of such act or omissionsubordination, within twenty (b20) days after receipt of written request therefor, Tenant shall execute and deliver whatever instruments (including but not limited to a reasonable period, not exceeding thirty (30Memorandum of Lease and/or a Non-Disturbance and Attornment Agreement in recordable form) days, as may be reasonably required for commencing such purposes to carry out the remedying intent of such act or omission shall have lapsed following the giving of such notice, and (c) Lessee or such holder, with reasonable diligence, shall not have so commenced and continue to remedy such act or omission or cause the same to be remediedthis section.

Mortgage Subordination. This Subject to the non-disturbance provisions of this Section 22, this Lease shall be and hereby is made subject and subordinate at all times to the any ground lease, mortgage, deed of trust, or any other hypothecation or security title of any deed to secure debt granted by Lessor which may now or hereafter affect placed upon the real property of which the Leased Premises forms are a part, part and to all advances made on the security thereof and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. Upon Lessee’s written requestNotwithstanding such subordination, Lessor will use reasonable efforts unless this Lease is otherwise terminated pursuant to obtain from its terms, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant's right to quiet possession of the holder of any deed to secure debt affecting the Leased 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 terminateddisturbed, and the possession of Lessee Tenant’s rights hereunder shall not be disturbed adversely affected. Upon written request or notice by Landlord, Tenant agrees to execute any holder documents reasonably required to effectuate such an attornment or subordination, or to make this Lease prior to the lien of any mortgage, deed to secure debt of trust or by any proceeding on ground lease, as the debt which any case may be, provided such deed to secure debt secures, documents do not increase Tenant’s obligations or by any person, firm or corporation whose diminish Tenant’s rights were acquired as a 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 under this Lease, subject however, and further provided that the mortgagee or trustee named in said mortgage or deed of trust shall agree 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, recognize this Lease in the event of foreclosure if Tenant is not in default of this Lease. Tenant also agrees that any mortgagee or trustee may elect to have this Lease prior to the lien of its mortgage or 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 or deed of trust, whether this Lease is dated prior to or after the date of said mortgage or deed of trust. Notwithstanding anything to the contrary contained herein, upon Landlord’s request, Tenant agrees to modify this Lease to satisfy the requirements of any lender or ground lessor who requests such deed modification as a condition precedent to secure debt providing any loan or sale of financing or to entering into any ground lease affecting or encumbering 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, Lessee agrees that in the event of any act or omission by Lessor property or any other occurrence which would give Lessee the right to terminate this Leasepart thereof, to claim a partial or total eviction, or to reduce any rent payments hereunder, Lessee shall provided that such modification does not exercise any such right until (a) it has notified in writing the holder of any deed to secure debt which at the time shall be a lien on the Premises and of which it has notice, of such act or omissionincrease Rent, (b) a reasonable periodalter the term, not exceeding thirty (30) days, for commencing the remedying of such act or omission shall have lapsed following the giving of such notice, and (c) Lessee or such holdermaterially and adversely affect Tenant’s rights under this Lease. Xxxxxx Crossing 15 Fast Casual Concepts, with reasonable diligenceInc. Butler, shall not have so commenced and continue to remedy such act or omission or cause the same to be remedied.PA September 6, 2019