Common use of Quiet Enjoyment and Subordination Clause in Contracts

Quiet Enjoyment and Subordination. Landlord represents that Tenant, upon Xxxxxx’s payment of the Rent and other payments herein required and provided for, and Xxxxxx’s performance of the terms, conditions, covenants and agreements herein contained, shall peaceably and quietly have, hold and enjoy the Premises during the full Term of this Lease; provided, however, that Tenant accepts this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party).

Quiet Enjoyment and Subordination. (A) Landlord represents that Tenantcovenants and agrees that, upon Xxxxxx’s payment performance by Tenant of the Rent and other payments herein required and provided for, and Xxxxxx’s performance all of the terms, conditionscovenants, covenants obligations, conditions and agreements herein containedprovisions hereof on Tenant’s part to be kept and performed, Tenant shall peaceably and quietly have, hold and enjoy the Premises during Premises, subject and subordinate to the full Term terms and conditions of this Lease. (B) This Lease is subject and subordinate to any reciprocal easement agreements or any other easements (each, an “Easement”); all ground or underlying leases (each, a “Superior Lease”); any mortgage, deed of trust or deed to secure debt (each, a “Mortgage”); and to any renewals, modifications, increases, extensions, replacements, and substitutions and advances made thereunder of any thereof now or hereafter affecting the Premises and/or the Building. This provision shall be self-operative and no further instrument of subordination shall be required; provided, however, that Tenant accepts agrees to execute and deliver, upon request, such further instrument(s) in recordable form confirming this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing uponsubordination as may be reasonably requested by Landlord, or the holder of any Mortgage or the lessor under any Superior Lease. Notwithstanding anything to the contrary contained herein, at the option of the holder of any other matter affectingMortgage, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized made superior to such Mortgage by the mortgagee (or ground lessor or holder insertion therein of such other lien or interest) and a declaration that all this Lease is superior. If, in connection with the financing of the rights Property, the Office Building or the interest of Tenant the lessee under any Superior Lease, any lending institution shall remain in full force and effect during the full term request reasonable modifications of this Lease so long as Tenant attorns to that do not materially increase the mortgagee, its successor obligations or materially and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of adversely affect the duties and obligations rights of Tenant under this Lease; , Tenant covenants to make such modifications. If at any time prior to the expiration of the Term, any Mortgage shall be foreclosed or any Superior Lease shall terminate or be terminated for any reason, Tenant agrees, at the election and upon demand of any owner of the Building, or the lessor under any such Superior Lease, or of any mortgagee in possession of the Building, to attorn, from time to time, to any such owner, lessor or mortgagee, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such owner, lessor or mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall not then be entitled to possession of the Premises. The provisions herein shall inure to the benefit of any such owner, lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any such Superior Lease, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, lessor or mortgagee, agrees to execute, from time to time, instruments in confirmation of the foregoing provisions, satisfactory to any such owner, lessor or mortgagee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained herein shall be construed to impair any right otherwise exercisable by any such owner, lessor or mortgagee. (C) Landlord shall obtain a non-disturbance agreement from the holder of any Mortgage now or hereafter encumbering the Building or from the lessor under any Superior Lease now or hereafter affecting the Building in the form annexed hereto as Exhibit I or in the standard form of any such holder or lessor which shall provide in substance that so long as Tenant is not in default under this Lease beyond any applicable notice and grace period (a) Tenant shall not be joined as a party defendant (unless required by applicable law) (i) in any action or proceeding which may be instituted or taken by any lessor under a Superior Lease for the purpose of terminating the Superior Lease by reason of any default thereunder or (ii) in any foreclosure action or proceeding which may be instituted by the event holder of foreclosure a Mortgage, and (b) Tenant shall not be evicted from the Premises, nor shall Tenant’s leasehold estate or any enforcement right to possession of the Premises be terminated or disturbed by reason of any default under any Superior Lease or Mortgage. Landlord shall obtain the non-disturbance agreement from the holder of the existing Mortgage promptly after the mutual execution and delivery of this Lease. Any non-disturbance agreement may also provide that Tenant will, at the option of the holder of any Mortgage or the lessor under any Superior Lease, either (i) attorn to such mortgageholder or lessor and perform for its benefit all the terms, deed of trust, ground lease, or other lien, the rights of covenants and conditions to be performed by Tenant hereunder shall expressly survive and under this Lease shall in all respects continue in full with the same force and effect so long as if the lessor or holder were the Landlord originally named in this Lease or (ii) enter into a new lease with the lessor under the Superior Lease or the holder of any Mortgage or their respective successors or assigns for the balance of the Term on the same terms and conditions as contained in this Lease. Landlord’s failure to obtain a non-disturbance agreement from the holder of any future Mortgage or lessor under a Superior Lease encumbering the Building shall not relieve or release Tenant shall fully perform all Tenant’s from any of its obligations under this Lease; provided, however that the subordination of this Lease and attorn to the mortgagee, its successor and assigns (interest of a lessor under a Superior Lease or ground lessor or the holder of a Mortgage is conditioned upon Tenant’s and such other lien or interest, their successors holder entering into a non-disturbance agreement in form and assigns). Xxxxxx also agrees upon demand substance substantially similar to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)Exhibit I annexed hereto.

Quiet Enjoyment and Subordination. Landlord represents that Tenant, upon Xxxxxx’s payment of the Rent and other payments herein required and provided for, and Xxxxxx’s performance of the terms, conditions, covenants and agreements herein contained, shall (subject to all of the terms and conditions of this Lease) peaceably and quietly have, hold and enjoy the Demised Premises during the full Term of this Lease; provided, however, that Tenant accepts this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx Tenant to subordinate XxxxxxTenant’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), trust or other lien now existing or hereafter placed on the Demised Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request)Demised Premises; provided, provided however, any such subordination shall be upon the express conditions that condition that the lienholder executes a commercially reasonable subordination non-disturbance attornment (“SNDA”) in which it is acknowledged that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during the full term Term of this Lease so long as on condition that Tenant attorns attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) , and pays timely all Rent and other payments due hereunder and performs perform all of the duties covenants and obligations conditions required by the terms of Tenant under this Lease; , and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease hereunder and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns)purchaser. Xxxxxx Tenant also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, trust or other lien and specifically providing that this Lease shall survive any the foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party).

Quiet Enjoyment and Subordination. Landlord represents that Tenant, upon XxxxxxTenant’s payment of the Rent and other payments herein required and provided for, and XxxxxxTenant’s performance of the terms, conditions, covenants and agreements herein contained, shall peaceably and quietly have, hold and enjoy the Premises during the full Term of this Lease; provided, however, that Tenant accepts this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx Tenant to subordinate XxxxxxTenant’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx Tenant also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx Tenant agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx Tenant agrees to execute an instrument to that effect as may be provided by such applicable party).

Quiet Enjoyment and Subordination. Landlord covenants, represents and warrants that it has full right and power to execute and perform this lease and to grant the estate demised herein, and that Tenant, upon Xxxxxx’s payment of the Rent and other payments rents herein required and provided forreserved, and Xxxxxx’s performance of the terms, conditions, covenants and agreements herein contained, shall peaceably and quietly have, hold and enjoy the Premises demised premises during the full Term term of this Leaselease and any extension or renewal thereof; provided, however, that Tenant accepts this Lease lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, upon the Premisesdemised premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s Tenant's interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (demised premises, and Tenant agrees upon demand to execute such further instruments subordinating this lease as Landlord may request, provided such subordination shall be upon the express condition that this lease shall be recognized by the mortgagee and that all of the rights of the Tenant including Tenant's options to renew the lease and to purchase the demised premises shall remain in full force and effect during the full term of this lease on condition that the Tenant attorn to the mortgagee, its successors and assigns, and perform all of the covenants and conditions required by the terms of this lease. In the event of foreclosure or any sale enforcement of any such mortgage, the rights of the Tenant hereunder shall expressly survive and this lease shall in lieu thereof)all respects continue in full force and effect; provided, or upon termination of a ground lease affecting however, that the Premises, Xxxxxx agrees to Tenant shall fully perform all its obligations hereunder and attorn to the purchaser. All of the Landlord's personal liability under this lease shall terminate upon conveyance of the property, provided Landlord (X.X. Xxxxxxxx & Co., Inc.) has completed the construction of the improvements in accordance with Exhibit "B" and recognize as landlord the purchaser has sufficient financial net worth, in Tenant's opinion, to discharge the obligations of the Landlord, and the purchaser assumes Landlord's obligations hereunder. Such a sale will not relieve X.X. Xxxxxxxx & Co., Inc. of its responsibility for any uncorrected details existing at the time of the conveyance or the warranties of X.X. Xxxxxxxx & Co., Inc. under the terms of the lease. provided that the obligations of the Landlord under this lease are covenants running with the land and shall be binding upon the purchaser of Landlord’s 's interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)demised premises.

Quiet Enjoyment and Subordination. (A) Landlord represents that Tenantcovenants and agrees that, upon Xxxxxx’s payment performance by Tenant of the Rent and other payments herein required and provided for, and Xxxxxx’s performance all of the terms, conditionscovenants, covenants obligations, conditions and agreements herein containedprovisions hereof on Tenant's part to be kept and performed, Tenant shall peaceably and quietly have, hold and enjoy the Premises during Premises, subject and subordinate to the full Term terms and conditions of this Lease. (B) This Lease is subject and subordinate to any reciprocal easement agreements or any other easements (each, an "Easement"); all ground or underlying leases (each, a "Superior Lease"); any mortgage, deed of trust or deed to secure debt (each, a "Mortgage"); and to any renewals, modifications, increases, extensions, replacements, and substitutions of any thereof now or hereafter affecting the Premises and/or the Building. This provision shall be self-operative and no further instrument of subordination shall be required; provided, however, that Tenant accepts shall execute and deliver, upon request, such further instrument(s) in recordable form confirming this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing uponsubordination as may be requested by Landlord, or the holder of any Mortgage or the lessor under any Superior Lease. Notwithstanding anything to the contrary contained herein, at the option of the holder of any other matter affectingMortgage, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized made superior to such Mortgage by the mortgagee insertion therein of a declaration that this Lease is superior. (or ground lessor or C) Tenant agrees that Landlord may assign the rents and its interest in this Lease to the holder of any Mortgage. In the event of such an assignment, Tenant shall give the holder of such other lien Mortgage a copy of any request for performance by Landlord or interest) and that all any notice of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgageedefault by Landlord, its successor and assigns (or ground lessor or holder of such other lien or interestand, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of Landlord fails to cure any such mortgagedefault, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgageegive such holder a reasonable period, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed commencing on the Premises (or any sale last day on which Landlord could cure such default, in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees which to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)cure same.

Quiet Enjoyment and Subordination. Landlord represents that Tenant, upon Xxxxxx’s payment warrants and covenants it is lawfully seized of the Rent Building and other payments herein required Premises, has full authority to grant this Lease and provided for, perform the Terms hereof to be performed by Landlord and Xxxxxx’s performance of the terms, conditions, covenants that Tenant shall and agreements herein contained, shall peaceably may peacefully and quietly have, hold and enjoy the Premises during the full Term of this Lease; provided, however, that Tenant accepts this Lease subject and subordinate to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during for the full term of this Lease Lease. Tenant understands that other persons and entities conduct businesses in the Building. Tenant covenants and agrees to conduct its business in such a manner as to not unreasonably interfere with other occupants of the Building. Landlord shall take all reasonable efforts, including Without waiving or releasing Landlord from its obligation of quiet enjoyment herein contained, Tenant agrees that upon written request of Landlord it will subordinate its interest herein to any mortgages currently encumbering the Premises and to renewals, extensions or refinancing thereof and, upon reasonable request of Landlord, execute any and all documents reasonably necessary to evidence that the leasehold interest of Tenant hereunder is subordinate to existing mortgages and that Tenant will also execute such documents as may be necessary and required to subordinate its leasehold interest to mortgages that may hereafter be placed on the Premises by Landlord or its successors or assignors, so long, as in both instances, the mortgage holder agrees to Tenant that neither it nor any purchasers at foreclosure of such mortgage shall terminate the Lease, or disturb the Tenant so long as Tenant attorns to it is not in default hereunder. Landlord warrants that any mortgage presently encumbering the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all premises provides for quiet enjoyment of the duties and obligations of premises by Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement by the mortgage holder, providing Tenant is not in default hereunder and Landlord agrees to supply evidence of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)quiet enjoyment.

Quiet Enjoyment and Subordination. (A) Landlord represents covenants that Tenant, upon Xxxxxx’s payment of on paying the Base Rent and Additional Rent, charges for services and other payments herein required reserved and provided foron keeping, observing and Xxxxxx’s performance of performing all the other terms, covenants, conditions, covenants provisions and agreements herein containedcontained on the part of Tenant to be kept, shall observed and performed, shall, during the Term, peaceably and quietly have, hold and enjoy the Premises during subject to the full Term terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of this any other covenant of quiet enjoyment express or implied. (B) This Lease is subject and subordinate to any reciprocal easement agreements or any other easements (each, an "Easement"); all ground or underlying leases (each, a "Superior Lease"); any mortgage, deed of trust or deed to secure debt (each, a "Mortgage"); and to any renewals, modifications, increases, extensions, replacements, and substitutions of any thereof now or hereafter affecting the Premises and/or all or a portion of the Project. Landlord represents to Tenant that there are no existing Mortgages or Superior Leases on the Building, excepting only that certain Lease of Phase 2A dated as of July 25, 1989, between the Community Redevelopment Agency of the City of Los Angeles, California, and Office Tower Partnership II, predecessor-in-interest to Landlord. This provision shall be self-operative and no further instrument of subordination shall be required; provided, however, that Tenant accepts agrees to execute and deliver, within five (5) days of Landlord's request, such further instrument(s) in recordable form confirming this subordination as may be requested by Landlord, or the holder of any Mortgage or the lessor under any Superior Lease. In consideration of, and as a condition precedent to, Tenant's agreement to permit its interest pursuant to this Lease subject and subordinate to be subordinated to any recorded mortgageparticular future Superior Lease or to the lien of any first Mortgage, hereafter enforced against the Building or the Property and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement executed by the landlord under such ground lease or underlying lease or the holder of such mortgage or trust deed of trust or other lien presently existing uponin either a commercially reasonable form, or in substantially the form attached hereto as Exhibit J. Notwithstanding any such subordination of this Lease, in the event of a foreclosure of any such Mortgage or the termination of a Superior Lease, Tenant hereby agrees to attorn, without any other matter affectingdeductions or set-offs whatsoever, to the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s entity or person who acquires Landlord's interest hereunder through any such Mortgage or Superior Lease and to recognize such person as the Landlord under this Lease. At the option of the holder of any mortgageMortgage and notwithstanding anything to the contrary contained herein, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized made superior to such Mortgage by the mortgagee (insertion therein of a declaration that this Lease is superior. Tenant hereby waives the provisions of any current or ground lessor future statute, rule or holder of such other lien law which may give or interest) purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and that all the obligations of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust proceeding or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)sale.

Quiet Enjoyment and Subordination. (A) Landlord represents that Tenantcovenants and agrees that, upon Xxxxxx’s payment of the Rent and other payments herein required and provided for, and XxxxxxTenant’s performance of all the terms, conditions, covenants and agreements herein contained, conditions hereof on Tenant’s part to be performed. Tenant shall peaceably and quietly have, hold and enjoy the Premises during Premises, subject to the full Term terms, covenants and conditions of this Lease; provided, however, that Tenant accepts this . (B) This Lease is subject and subordinate subordinated to any recorded mortgage, deed of trust or other lien presently existing upon, or to any other matter affecting, the Premises. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx to subordinate Xxxxxx’s interest hereunder to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized by the mortgagee (or ground lessor or holder of such other lien or interest) and that all of the rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien deed to secure debt (each a “Mortgage”); any casement agreements; and to any renewals, modifications, extensions, replacements, and substitutions of any of the foregoing, now existing or hereafter placed on affecting the Premises provided that the holder of such Mortgage agrees: (i) not to disturb, in any manner whatsoever, the possession and all other rights of Tenant as the Tenant of the Premises under the terms of this Agreement; (ii) to comply with all Landlord’s obligations hereunder, and (iii) to abide by the terms and conditions of this Agreement. Tenant agrees to recognize such holder or any sale in lieu thereof), or upon termination of a ground lease affecting other person acquiring title to the Premises, Xxxxxx agrees provided that all the conditions set forth in this Clause are met. Tenant and Landlord agree to attorn execute and deliver any appropriate instruments necessary to carry out the agreements contained herein; provided however, that such instruments contain a provision whereby the holder of the Mortgage binds itself to comply with the items (i), (ii) and recognize as landlord hereunder, (iii) of this Clause. Landlord shall remain responsible for performance of any construction provided for under this Agreement. This provision shall be self-operative and no further instrument of subordination shall be required. Landlord may assign the purchaser of Landlord’s rents and its interest in this Lease to the Premises at holder of any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party)Mortgage.

Quiet Enjoyment and Subordination. (A) Landlord represents that Tenantcovenants and agrees that, upon Xxxxxx’s payment of the Rent and other payments herein required and provided for, and XxxxxxTenant’s performance of all the terms, conditions, covenants and conditions hereof on Tenant’s part to be performed, Tenant shall have and hold quiet enjoyment of the Premises. (B) This Lease is subject and subordinate to any mortgage, guaranty or security trust, deed of trust or deed to secure debt or other security instrument with respect to a loan to Landlord (each, a “Mortgage”); any easement agreements herein containedof record; all ground and underlying leases (each, a “Superior Lease”); and to any renewals, modifications, extensions, replacements, and substitutions of any of the foregoing, now or hereafter affecting the Premises. This provision shall peaceably be self-operative and quietly have, hold and enjoy the Premises during the full Term no further instrument of this Leasesubordination shall be required; provided, however, that upon request, Tenant accepts shall execute and deliver instrument(s) in recordable form confirming this subordination. Prior to the Commencement Date, Landlord shall cause the holder of any such existing superior Mortgage or existing Superior Lease to enter into a non-disturbance agreement with Tenant, in such Mortgage holder’s or lessor’s standard form, generally providing that Tenant’s use and possession of the Premises will not be disturbed by such party upon a foreclosure or other exercise of a remedy thereunder. Landlord may assign the rents and its interest in this Lease subject and subordinate to the holder of any recorded mortgage, deed of trust Mortgage or other lien presently existing uponloan provider. Provided Tenant shall have been provided the name and address of any lender or of a lessor under a Superior Lease, Tenant shall give such party notice of any Landlord’s default or breach hereunder as well as a reasonable period (beyond any period for Landlord so to any other matter affecting, the Premisescure) to cure such default. Landlord further is hereby irrevocably vested with full power and authority by Xxxxxx Tenant agrees to subordinate Xxxxxx’s interest hereunder enter into one or more amendment(s) to any mortgage, deed of trust, ground or other lease (“ground lease”), or other lien now existing or hereafter placed on the Premises or to declare this Lease prior and superior to any mortgage, ground lease, deed of trust or other lien now existing or hereafter placed on the Premises (and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request), provided such subordination shall be upon the express conditions that (i) this Lease shall be recognized required by the mortgagee (or ground lessor or holder of such other lien any Mortgage and provided same neither expands any material obligations or interest) and that all of the liabilities nor contracts any material rights of Tenant shall remain in full force and effect during the full term of this Lease so long as Tenant attorns to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns) and pays timely all Rent and other payments due hereunder and performs all of the duties and obligations of Tenant under this Lease; and (ii) in the event of foreclosure or any enforcement of any such mortgage, deed of trust, ground lease, or other lien, the rights of Tenant hereunder shall expressly survive and this Lease shall in all respects continue in full force and effect so long as Tenant shall fully perform all Tenant’s obligations under this Lease and attorn to the mortgagee, its successor and assigns (or ground lessor or holder of such other lien or interest, their successors and assigns). Xxxxxx also agrees upon demand to execute further instruments declaring this Lease prior and superior to any mortgage, deed of trust, ground lease, or other lien and specifically providing that this Lease shall survive any foreclosure of such mortgage, deed of trust or other lien, or action to terminate a ground lease affecting the Premises. Upon any foreclosure of any mortgage, deed of trust or other lien now existing or hereafter placed on the Premises (or any sale in lieu thereof), or upon termination of a ground lease affecting the Premises, Xxxxxx agrees to attorn to and recognize as landlord hereunder, the purchaser of Landlord’s interest in the Premises at any foreclosure sale (or sale in lieu thereof) pursuant to any such mortgage, deed of trust or other lien, or the ground lessor (in the event of termination of a ground lease), if Tenant is required to do so by the applicable party (and Xxxxxx agrees to execute an instrument to that effect as may be provided by such applicable party).