Common use of Nondisturbance Clause in Contracts

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to Landlord.

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where So long as Tenant is not in default under the Lease (beyond the period, if any, provided in this Lease any period given Tenant to remedy cure such default), Lender agrees that Tenant’s possession of the Property and Tenant’s other rights and privileges under the Lease or where mortgagee any extensions or its successor will provide renewals thereof, shall not be diminished, disturbed or interfered with by Lender, and if any action or proceeding is commenced by Lender for the foreclosure of the Mortgage and/or the sale of the Property, Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does shall not terminate this Lease be named as a result party defendant therein unless required by law or if the Tenant fails to comply with the terms of this Section. Should Lender become the owner of the Property, or should the Property be sold by reason of foreclosure, or other proceedings brought to enforce the Mortgage, or should the Property be transferred by deed in lieu of foreclosure, or should any portion of the Property be sold under a casualty or trustee’s sale, the exercise of eminent domain, proceeds Lease will continue in full force and awards shall first be applied to effect as a direct lease between the repair, alteration and restoration Lender and/or the succeeding owner of the Premises, as provided in this Leasethe case may be, before being applied to and the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under upon and subject to all of the terms, covenants and conditions of this the Lease for the balance of its term as it may be extended, and Lender, or any successor owner of the TermPremises, including any extended Term, with will be bound by all of the same terms of the Lease. Lender agrees that so long as the Lease is in full force and effect as if such party were effect, no proper exercise by Tenant of its rights under the original Landlord Lease shall constitute a default under this the Mortgage or require Lender’s consent, and that any conflict between the terms of the Lease and the terms of the Mortgage shall be resolved in favor of the Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to Landlord.

Nondisturbance. Within thirty So long as no Event of Default (30under and as defined in the Lease) days after execution hereofshall have occurred and be continuing, Landlord shall deliver Agent agrees for itself and its successors in interest and for any other person acquiring title to Tenant the Property through a SubordinationForeclosure (any of the foregoing which acquires title to the Property being an “Acquiring Party”), Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant Tenant’s possession of the Premises and rights under the Lease will not be named disturbed during the term of the Lease, as said term may be extended pursuant to the terms of the Lease or joined as said Premises may be expanded as specified in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; Lease, (ii) enforcement of any Mortgage the Lease will not be terminated or affected thereby but shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant continue in the possession full force and use of the Premises (except in the case where Tenant is in default beyond the periodeffect, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) subject to the provisions of Sections 3 and 4 hereof, Acquiring Party will be bound by all obligations of landlord under the Lease. If any action or proceeding is commenced by the Agent to foreclose the Mortgage Instruments, the Tenant shall not be named as a party in any such action nor shall the Tenant be named a party in connection with any sale of the Property or any portion thereof, provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or at the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration time of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement commencement of any Mortgage such action or proceeding or at the time of any such sale the Lease shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same in full force and effect (unless applicable Laws require the Tenant to be made a party thereto as if a condition to proceeding against the Landlord or protecting such party were rights and remedies, in which case the original Landlord under this Lease. In Agent may join the event that Landlord fails to deliver Tenant as a defendant in such SNDA to Tenant within action only for such thirty (30) day period, Tenant shall have the right purposes and not to terminate the Lease). For purposes of this Agreement, a “Foreclosure” shall include (but not be limited to) a foreclosure of the Mortgage Instruments pursuant to New York law, a sheriff’s or trustee’s sale under the power of sale contained in the Mortgage Instruments, the termination of the Ground Lease by written notice and any other transfer of the Landlord's interest in the Property under peril of foreclosure of the Mortgage Instruments, including, without limitation to Landlordthe generality of the foregoing, a deed, assignment or sale in lieu of foreclosure.

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The foregoing subordination of this Lease to any subsequent Mortgage is shall -------------- be conditioned upon Tenant's receipt from any such mortgagee of a nondisturbance and attornment agreement ("Non-Disturbance Agreement") in form and substance reasonably acceptable to Tenant, which provides that as long as Tenant is not in default under the holder thereof expressly agreeing Lease beyond the applicable grace, notice or cure periods, such mortgagee (a) shall honor this Lease in such SNDA that accordance with its terms, (ib) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the its possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, (c) shall not name Tenant in any foreclosure proceedings, and (d) shall cause Landlord's obligations under this Lease to be performed, during such time as provided that mortgagee shall be the Landlord hereunder (or mortgagee in possession), from and after the date of any foreclosure, purchase or transfer, and by which Tenant agrees to attorn to and recognize such mortgagee as Landlord in accordance with the terms of this Lease, before being applied to with the debt secured by further understanding that such nondisturbance and attornment agreement may contain such qualifications, terms and limitations as the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result holder of the enforcement first mortgage shall customarily require for transactions of any Mortgage shall be bound to Tenantsimilar scope and magnitude. Landlord shall, under all the termspromptly after Lease execution, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty from all then-existing mortgagees (30) day periodif any), Tenant shall have the right to terminate this Lease by written notice to Landlordand from Fee Owner, properly executed and acknowledged, recordable Nondisturbance Agreements.

Nondisturbance. Within thirty (30) days So long as Tenant is not in default under the Lease after execution hereofnotice and beyond any period given Tenant to cure such default, Landlord Lender agrees that Tenant’s possession of the Property and its other rights and privileges under the Lease or any extensions or renewals thereof, shall deliver to not be diminished, disturbed or interfered with by Lender, and if any action or proceeding is commenced by Lender for the foreclosure of the Mortgage and/or the sale of the Property, Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will shall not be named as a party defendant therein unless required by law or joined in any proceeding if the Tenant fails to comply with the terms of this Section. Should Lender become the owner of the Property, or should the Property be sold by reason of foreclosure, or other proceedings brought to enforce the Mortgage unless such shall Mortgage, or should the Property be required transferred by law deed in order to perfect the proceeding; (ii) enforcement lieu of foreclosure, or should any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use portion of the Premises (except Property be sold under a trustee’s sale, the Lease will continue in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms full force and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease effect as a result of a casualty or direct lease between the exercise of eminent domain, proceeds and awards shall first be applied to Lender and/or the repair, alteration and restoration succeeding owner of the Premises, as provided in this Leasethe case may be (Lender and each such succeeding owner being hereinafter referred to as “Purchaser”), before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under upon and subject to all of the terms, covenants and conditions of this the Lease for the balance of its term as it may be extended, and Lender, or any successor owner of the TermPremises, including any extended Term, with will be bound by all of the same terms of the Lease. Lender agrees that so long as the Lease is in full force and effect as if such party were effect, no proper exercise by Tenant of its rights under the original Landlord Lease shall constitute a default under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to LandlordMortgage.

Nondisturbance. Within thirty (30) days after execution hereof, If the interests of Landlord shall deliver be transferred to and owned by any Lender, whether as mortgagee in possession or otherwise, its nominee or assignee or any purchaser by reason of foreclosure or other proceedings brought in lieu of or pursuant to a foreclosure, or by any other manner, and the successors and assigns of such purchasers and/or transferees (as applicable, a “Lender Party”), provided that the Tenant a Subordinationis not then in default (beyond any period given to cure such default per the terms of the Lease) in the performance of any of the terms, Nondisturbance and Attornment Agreement covenants or conditions of the Lease on the Tenant’s part to be performed, or provided that the Lender elects to so recognize such rights regardless of such default (but in a form reasonably satisfactory to Tenant (no way shall such election waive the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination Lender’s rights otherwise because of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that default), then: (i) the Tenant’s possession of the Leased Premises and the Tenant’s rights and privileges under the Lease, including any extensions, renewals options and rights of first refusal, shall not be diminished or interfered with by any Lender Party (provided that Lender’s exercise of the non-judicial power of sale or other remedies in the Deeds of Trust shall not be subject to any option, right of first refusal or similar right of Tenant will under the Lease), (ii) Tenant’s occupancy of the Leased Premises shall not be disturbed by any Lender Party during the remaining term of the Lease and any extensions or renewals thereof for any reason, except for a subsequent default by the Tenant (beyond any period given to cure such default per the terms of the Lease) under the Lease; and (iii) Tenant shall not be named as a party to any judicial or joined in any non-judicial foreclosure or other proceeding to enforce the Mortgage Deeds of Trust unless such shall be joinder is required by law law, but in order such case will not seek any affirmative relief against Tenant, to perfect terminate the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or to disturb Tenant in the Tenant’s possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Leased Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to Landlord.

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver If any encumbrance to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, or if any subsequent Mortgage encumbrance consisting of a ground lease or underlying lease to which this Lease is conditioned upon subordinate is terminated, this Lease shall not terminate, and the holder thereof expressly agreeing in such SNDA that rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceedingthen exists under this Lease (after expiration of applicable notice and cure periods); (ii) enforcement of any Mortgage shall not terminate Tenant attorns to the purchaser, grantee, or modify this Lease or any provision of this Lease or disturb Tenant successor lessor as provided in the possession and use of the Premises (except in the case where Tenant is in default beyond the periodSection 21.1 above or, if anyrequested, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with enters into a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the TermTerm upon the same terms and provisions contained in this Lease; and (iii) Tenant enters into a written agreement in a form reasonably acceptable to such encumbrancer with respect to subordination, including any extended Term, attornment and non-disturbance. Concurrent with the same force and effect as if such party were the original Landlord under execution of this Lease, Landlord shall use reasonable efforts to obtain a non-disturbance agreement from the existing encumbrancer in a form reasonably acceptable to Tenant. In If Tenant and the event that Landlord fails existing encumbrancer are not able to deliver such SNDA to Tenant agree upon a mutually acceptable non-disturbance agreement within such thirty fifteen (3015) day perioddays after the Lease Date, Tenant shall have the right to terminate this the Lease by written notice to Landlordwithin three business days after such fifteenth day.

Nondisturbance. Within thirty (30) days after execution hereofAs long as no default exists beyond any applicable notice and grace period under the Lease, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (which would then entitle the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this landlord under the Lease to terminate the Lease or would cause, without any subsequent Mortgage is conditioned upon further action of such landlord, the holder thereof expressly agreeing in termination of the Lease or would then entitle such SNDA that (i) Tenant will landlord to dispossess the Lessee thereunder, the Lease shall not be named terminated, nor shall Lessee's use, possession or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use enjoyment of the Demised Premises be interfered with, nor shall the leasehold estate granted by the Lease (except in nor any rights or options of the case where Tenant is in default beyond the periodLessee thereunder, if anysuch as, provided in this Lease but not limited to, rights or options to remedy such default)extend or renew, or where mortgagee rights or its successor will provide Tenant with a new lease on options to purchase so long as Lessee makes the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied purchase price available to the repair, alteration and restoration Mortgagee in satisfaction of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgaged Property) be affected in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with the Mortgage or in the case the Mortgagee takes possession of the Mortgaged Property pursuant to any provisions of the Mortgage; and , except that Purchaser shall not be (iva) liable for any party succeeding act or omission or default of any prior lessor or landlord (including, without limitation, the then defaulting landlord in respect of time prior to the interest of Landlord as a result date Purchaser acquires the Mortgaged Property) except in respect to the Landlord's obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises in accordance with the provisions of the enforcement Lease or other defaults continuing beyond the date of acquisition; or (b) subject to any Mortgage offsets or defenses which Lessee might have against any prior lessor or landlord (including, without limitation, the then defaulting landlord) in respect of time prior to the date Purchaser acquires the Mortgaged Property except in respect to the Landlord's obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises in accordance with the provisions of the Lease and except for rights of setoff expressly provided in the Lease; or (c) bound by any rent or additional rent which Lessee might have paid for more than the current month to any prior landlord (including, without limitation, the then defaulting landlord); or (d) bound by any amendment or modification of the Lease or any cancellation or surrender of the same made subsequent to the date hereof without Mortgagee's prior written consent (which consent shall be subject to the same requirements as Landlord's consent); or (e) bound by any obligation to Tenant, under all make any payment to Lessee which was required to be made prior to the terms, covenants time such Purchaser succeeded to any prior landlord's interest except in respect to the Landlord's obligations to complete the Office/Warehouse Complex and conditions of this Lease tenant improvements for the balance Premises in accordance with the provisions of the Term, including Lease and to restore the Office/Warehouse Complex after casualty or condemnation; or (f) bound by any extended Term, obligation under the Lease to perform any work or to make any improvements to the Demised Premises except in respect to the Landlord's obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises in accordance with the same force provisions of the Lease and effect as if such party were to restore the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to LandlordOffice/Warehouse Complex after casualty or condemnation.

Nondisturbance. Within thirty (30) days after execution hereofAs a condition of Tenant’s agreement to subordinate this Lease pursuant to Section 18.1, Landlord shall deliver obtain from the holder of each future Mortgage or lessor under a future Ground Lease in recordable form and in the standard form customarily employed by such holder or lessor pursuant to which such holder or lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory the rights of Tenant pursuant to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease shall not be terminated by any action which such holder may take to remedy foreclose any such default)Mortgage, or where mortgagee or its which such lessor shall take to terminate such Ground Lease, as applicable, and that any successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate landlord shall recognize this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided being in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same full force and effect as if it were a direct lease between such party were successor landlord and Tenant upon all of the original Landlord terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 18.1 (any such agreement, a “Non-Disturbance Agreement”). In Landlord shall use reasonable efforts to (but without the event that Landlord fails obligation to deliver expend monies) obtain a Non-Disturbance Agreement from the holder of the current Mortgage, in the form customarily used by such SNDA holder, but Landlord’s failure to obtain such Non-Disturbance Agreement shall not be a condition of this Lease or release Tenant within such thirty (30) day period, from any obligation hereunder. Tenant shall have pay all costs or other fees charged by the right to terminate this holder of a Mortgage as ground lessor of a Ground Lease by written notice to Landlordfor the preparation and delivery of a Non-Disturbance Agreement.

Nondisturbance. Within thirty (30) days after execution hereofUpon request of Sublessee, Landlord Sublessor shall deliver use its commercially reasonable best efforts to Tenant provide Sublessee with a SubordinationNon-Disturbance Agreement acceptable to Sublessee from any current or future ground lessors, Nondisturbance mortgage holders or lien holders of all or any portion of the Land, the Buildings and Attornment the Project Common Area. Sublessee shall cooperate with Sublessor in obtaining any such agreement. Delays in obtaining such agreement shall not delay or postpone the Effective Date or Sublessee’s obligation to pay Rent. Such Non-Disturbance Agreement shall acknowledge Sublessee’s right of possession and Sublessee’s offset rights and that, to the extent any of the concessions to be provided to Sublessee have not been fully funded or performed by Sublessor or Prime Lessor at the time of a foreclosure, deed in lieu of foreclosure or any other transfer of the Subject Building as a form reasonably satisfactory result of a default of Prime Lessor or Sublessor under the terms of the applicable ground lease, loan documents, etc., subject to Tenant (any lender protections set forth in the “SNDA”) executed lease. Sublessee, to the extent Sublessee pays or has paid such unfunded amount, may deduct the unfunded amount or equivalent value thereof, together with interest, from the any rent and other amounts owed by Landlord Sublessee to Sublessor next becoming due and Existing Mortgageepayable. The subordination non-disturbance agreement from Prime Lessor will provide, among other things, that in the event the Prime Lease terminates, this Sublease will become a direct lease between Sublessee and the successor to Prime Lessor and/or Prime Lessor’s interest in the Subject Building. Prime Lessor agrees that Sublessee’s possession of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will Subleased Premises shall not be named or joined in any proceeding to enforce the Mortgage unless such disturbed, nor shall this Sublease be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant terminated in the possession event of Sublessor’s default under, and use a subsequent termination of, the Prime Lease, and this Sublease shall continue in full force and effect with Prime Lessor undertaking the obligations of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default)Sublessor hereunder, or where mortgagee or Prime Lessor, at its successor will provide Tenant with option, may elect to enter into a new direct lease on with Sublessee upon the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as set forth herein upon such a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration termination of the Premises, as provided in this Prime Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage . Sublessor agrees that it shall be bound a condition precedent to Tenant, under all the terms, covenants and conditions of any subsequent loan that such lender agree that it will provide a non-disturbance agreement in form reasonable acceptable to Sublessee with respect to this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to LandlordSublease.

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of Provided this Lease shall at all times be in full force and effect and provided further that there shall exist no Event of Default by Tenant hereunder, the right of possession by Tenant to possess and quietly enjoy the Demised Premises and any subsequent Mortgage is conditioned upon or all of Tenant's rights under this Lease shall not be affected in any way or disturbed by any lender now or hereafter doing business with Landlord in the holder thereof expressly agreeing in exercise of any such SNDA that (i) lender's rights under any formal agreements between such lender and Landlord. Tenant will shall not be named or joined in as a party defendant to any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement foreclosure of any Mortgage shall not terminate or modify this Lease or lien of any provision mortgage for the purpose of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in terminating this Lease, before being applied to the debt secured and Tenant shall not, by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of such foreclosure, be in any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord other way foreclosed from its rights under this Lease. In the event that any such lender or its successors or assigns comes into possession of the Demised Premises or acquires the leasehold interest of Landlord fails to deliver by foreclosure of any mortgage between any such SNDA to Tenant within lender and Landlord, or by proceedings on any note executed by Landlord in favor of any such thirty (30) day periodlender or otherwise, Tenant shall have the right to terminate this Lease shall not be terminated by written notice any such foreclosure or proceedings; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any such lender upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that the Demised Premises or Landlord's leasehold interest therein is sold or otherwise disposed of pursuant to any right or power contained in any mortgage or any note between any such lender and Landlord, or as a result of proceedings thereon, this Lease shall not be terminated or affected thereby, and the purchaser of the Demised Premises or of Landlord's leasehold interest therein or any person or entity acquiring title thereto shall so acquire it, subject to this Lease; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any party acquiring title to Landlord's leasehold interest therein, as aforesaid, upon the same terms, covenants conditions and agreements set forth in this Lease.

Nondisturbance. Within thirty (30) days after execution hereof, Landlord shall deliver If any encumbrance to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the encumbrancer thereunder, or if any subsequent Mortgage encumbrance consisting of a ground lease or underlying lease to which this Lease is conditioned upon subordinate is terminated, this Lease shall not terminate, and the holder thereof expressly agreeing in such SNDA that rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceedingthen exists under this Lease (after expiration of applicable notice and cure periods); (ii) enforcement of any Mortgage shall not terminate Tenant attorns to the purchaser, grantee, or modify this Lease or any provision of this Lease or disturb Tenant successor lessor as provided in the possession and use of the Premises (except in the case where Tenant is in default beyond the periodSection 21.1 above or, if anyrequested, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with enters into a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the TermTerm upon the same terms and provisions contained in this Lease; and (iii) Tenant enters into a written agreement in a form reasonably acceptable to such encumbrancer with respect to subordination, including any extended Term, attornment and non-disturbance. Concurrent with the same force and effect as if such party were the original Landlord under execution of this Lease, Landlord shall use reasonable efforts to obtain a non-disturbance agreement from the existing encumbrancer in a form reasonably acceptable to Tenant. In . If Tenant and the event that Landlord fails existing encumbrancer are not able to deliver such SNDA to Tenant agree upon a mutually acceptable non-disturbance agreement within such thirty fifteen (3015) day perioddays after the Lease Date, Tenant shall have the right to terminate this the Lease by written notice to Landlordwithin three (3) business days after such fifteenth day.

Nondisturbance. Within thirty As long as no Tenant Event of Default exists under the Lease no foreclosure, conveyance, or other sale of the Property in connection with enforcement of the Security Instrument or otherwise in satisfaction of the Loan shall operate to terminate the Lease or Tenant's rights thereunder (30except as set forth in Section 3). Provided that (i) days Tenant is not in default, after execution hereofthe giving of notice and the expiration of all applicable periods of grace or cure, under the terms of the Lease and complies with this Agreement or (ii) if Tenant is in default, after the giving of notice and the expiration of all applicable periods of grace or cure, under the terms of the Lease, (x) the period for a Permitted Leasehold Mortgagee (as such term is defined in the Lease) to exercise its cure rights with respect to such default has not expired in accordance with the provisions of Section 35 of the Lease or (y) a Permitted Leasehold Mortgagee has performed the obligations of Tenant under the Lease and has remedied any such default in accordance with the provisions of Section 35 of the Lease, Lender agrees that in the event Lender acquires title to the Property by reason of a foreclosure. Tenant's possession and occupancy of the Property and Tenant's and Permitted Leasehold Mortgagee's rights and privileges under the Lease during the term thereof (including any renewal term) shall not be disturbed, diminished or interfered with, and Lender shall recognize the Lease and Tenant's and Permitted Leasehold Mortgagees rights hereunder. Subject to the limitations and conditions contained herein, Lender upon foreclosure shall be deemed to be Landlord and shall deliver assume the obligations of Landlord under the Lease thereafter arising. Lender XXXXXXX X-0 xxxxxx xx xxxxxxx xxx xxxxxxx xx xxx xxxx xxx xxxx xxxe to time, upon the reasonable request of Tenant a Subordinationor any Permitted Leasehold Mortgagee, Nondisturbance and Attornment Agreement at Tenant's or Permitted Leasehold Mortgagee's cost and expense, any instrument or certificate in a recordable form (and otherwise in form reasonably satisfactory to Tenant (the “SNDA”or Leasehold Mortgagee, as applicable) executed by Landlord deemed to be necessary of appropriate to evidence Tenant's rights to recognition and Existing Mortgagee. The subordination of non-disturbance pursuant to this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in Agreement, provided however, that such SNDA that (i) Tenant will not be named instruments or joined in any proceeding to enforce the Mortgage unless such certificates shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of as this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate this Lease by written notice to LandlordAgreement.

Nondisturbance. Within thirty (30) days after execution hereofIn its sole and absolute discretion, Landlord shall deliver to Tenant a Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the possession and use of the Premises (except in the case where Tenant is in default beyond the period, if any, provided in this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of a casualty or the exercise of eminent domain, proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as provided in this Lease, before being applied to the debt secured by the Mortgage; and (iv) any party succeeding to the interest of Landlord as a result of the enforcement of any Mortgage shall be bound to Tenant, under all the terms, covenants and conditions of this Lease for the balance of the Term, including any extended Term, with the same force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, Tenant shall have the right to terminate mortgage and encumber all or any part of the Premises and the Office Complex at any time and from time to time, in such amounts and with such lenders as Landlord sees fit. This Lease, Tenant's interest hereunder, and Tenant's leasehold interest in and to the Premises shall not be junior, inferior, subordinate, or subject to the right, title, interest, lien, encumbrance or priority of any mortgage, lien or other encumbrance now or hereafter affecting the Premises or the Office Complex, and no holder of such an encumbrance shall have the right to name Tenant in any foreclosure or enforcement action which it may bring against Landlord or the Office Complex. Landlord agrees that it shall use reasonable efforts to obtain, for the benefit of Tenant, a written confirmation from any holder of such an encumbrance of its acceptance of and agreement to the provisions of this Article XIX, which confirmation shall be in form and content reasonably acceptable to Tenant. Landlord acknowledges that the provisions of this Article XIX are material considerations for an inducement of the execution of this Lease by written Tenant. Accordingly, any breach of default by Landlord of its covenants and obligations under this Article XIX shall be deemed to be and constitute a material and substantial breach and default of this Lease by Landlord. Notwithstanding any foreclosure of any such encumbrance or any conveyance in lieu of foreclosure, neither the holder of such encumbrance nor any purchaser at a foreclosure sale shall disturb the possession of Tenant hereunder so long as Tenant pays the rent and no default has occurred and is continuing hereunder beyond any applicable period of notice and grace. Tenant agrees that, upon request from Landlord at any time or times while Landlord is not in default hereunder, Tenant will enter into an agreement with "Landlord's Lender," as defined and Landlord providing that, should there be a collateral assignment of Landlord's rights under this Lease to Landlord.'s Lender and should a copy of the same be provided to Tenant, Tenant agrees that none of the following actions shall be taken without the prior written consent of Landlord's Lender: