Common use of Rights of Mortgagees and Ground Lessors Clause in Contracts

Rights of Mortgagees and Ground Lessors. If and only if Tenant receives so-called nondisturbance agreement(s) (“Nondisturbance Agreements”) whereby its rights under this Lease shall be recognized by any Superior Lessor or Superior Mortgagee, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgages. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination (but only if Tenant receives the Nondisturbance Agreement(s) as aforesaid). Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease subject to the terms of any applicable Nondisturbance Agreement. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid.

Rights of Mortgagees and Ground Lessors. If and only if Tenant receives so-called nondisturbance agreement(s) (“Nondisturbance Agreements”) whereby its rights under this i. This Lease shall be recognized by any Superior Lessor or Superior Mortgagee, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages and deeds of trust providing security for a payment performance with respect to the Property (each a “Mortgage”) and any ground or master lease, Superior Lease and all renewals, extensions, modifications and replacements thereof; provided, however, if Landlord enters into any Superior Leases and/or Mortgages after the date hereof, Landlord shall deliver to Tenant an agreement (a “Non-Disturbance Agreement”) substantially in the form attached hereto as Exhibit H, with respect to the Massport Lease, and Exhibit I, with respect to all mortgagesa Mortgage, which may now or hereafter affect in any other commercially reasonable form containing terms not materially less favorable to Tenant than Exhibits H or I, respectively, to the Building or effect that, subject to the Property and/or any conditions set forth in clauses (a) - (g) of the following paragraph, Tenant’s rights under this Lease shall not be disturbed by the holder of such leasesSuperior Lease or Mortgage, whether or not such mortgages so long as there shall also cover other lands and/or buildings and/or leases, exist no Event of Default hereunder as referred to each in Section 8.1 hereof. This Section shall be self-operative and every advance made or hereafter to no further instrument of subordination shall be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgagesrequired. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of a Superior Lease or any such mortgage Mortgage or any of their respective successors in interest may reasonably request require to evidence such subordination subordination. The parties acknowledge that (but only if Tenant receives a) Superior Leases as of the Nondisturbance Agreement(sdate hereof consist of (i) a certain Amended and Restated East Office /Garage Ground Lease (the “Massport Lease”) between Massachusetts Port Authority (“Massport”), as aforesaid). Any lease to which this Lease islandlord, at the time referred toand 121A Owner, subject as tenant, dated as of October 31, 2000, and subordinate is herein called “Superior Lease” (ii) a certain Amended and the lessor Restated East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of a Superior Lease or its successor in interestOctober 31, at the time referred to, is herein called “Superior Lessor”2000; and any mortgage (b) that the Mortgage existing as of the date hereof consists of that certain Leasehold Mortgage, Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing) dated as of November 3, 2011, granted to which this Lease isPacific Life Insurance Company and recorded with the Suffolk County Registry of Deeds in Book 48609, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”Page 1. ii. If any Superior Lessor holder of Mortgage or Superior Mortgagee Lease or the nominee or designee of any Superior Lessor or Superior Mortgagee thereof, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any commercially reasonable instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Annual Fixed Rent or Additional Rent for more than 1 month, which was not approved in writing by the terms holder of a Mortgage or a Superior Lease, (e) liable to the Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of any applicable Nondisturbance Agreement. Tenant agrees at work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (g) required to remove any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attornperson occupying the Premises or any part thereof, as aforesaidexcept if such person claims by, through or under the Successor Landlord.

Rights of Mortgagees and Ground Lessors. If and only if Tenant receives so-called nondisturbance agreement(s(a) (“Nondisturbance Agreements”) whereby its rights under this Lease shall be recognized by any Superior Lessor or Superior Mortgagee, this This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, Superior Lease and all renewals, extensions, modifications and replacements thereof, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any of such leases, Superior Mortgages whether or not any such mortgages Superior Mortgage shall also cover other lands and/or buildings and/or leasesbuildings, to each and every advance made or hereafter to be made under such mortgagesSuperior Mortgages, and to all renewals, modifications, replacements and extensions of such leases Superior Leases and such mortgages Superior Mortgages and all consolidations of such mortgagesSuperior Mortgages, provided that Landlord shall deliver to Tenant an agreement ("Non-Disturbance Agreement") of each such Superior Lessor or Superior Mortgagee in the customary form used by such Superior Lessor or Superior Mortgagee to the effect that, subject to the conditions set forth in clauses (a) - (g) of the following paragraph, Tenant's rights under this Lease shall not be disturbed by such Superior Lessor or Superior Mortgagee, so long as there shall exist no event of default hereunder as referred to in Section 8.1 hereof. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease Superior Lessor or the holder of any such mortgage Superior Mortgagee or any of their respective successors in interest may reasonably request require to evidence such subordination (but only if Tenant receives the Nondisturbance Agreement(s) as aforesaid)subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called “"Superior Lease” " and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “"Superior Lessor”"; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “"Superior Mortgage” " and the holder of a Superior Mortgage is herein called “"Superior Mortgagee”". The parties acknowledge that Superior Leases as of the date hereof consist of (i) a certain East Office Ground Lease (the "Massport Lease") between Massachusetts Port Authority ("Massport"), as landlord, and 121A Owner, as tenant, dated as of July 13, 1998, and (ii) a certain East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of July 13, 1998. (b) If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord’s 's rights (herein called “"Successor Landlord”") and upon such Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s 's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant other than the Security Deposit and rent for the balance of the current month if paid in advance by Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Annual Fixed Rent or additional rent for more than 1 month, which was not approved in writing by the Superior Landlord or the Superior Mortgagee, (e) liable to the Tenant beyond the Successor Landlord's interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from the Property, (f) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, but shall be subject to the terms provisions of Sections 3.1(b) and 3.1(c), or (g) required to remove any applicable Nondisturbance Agreement. Tenant agrees at person occupying the Premises or any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attornpart thereof, as aforesaidexcept if such person claims by, through or under the Successor Landlord.

Rights of Mortgagees and Ground Lessors. If Landlord may have --------------------------------------- heretofore encumbered the Leased Premises with a Mortgage and only if Tenant receives so-may hereafter encumber the Leased Premises, or any interest therein with additional mortgages, may sell and lease back the Leased Premises, or any part thereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with one or more mortgages. (Any such mortgage is herein called nondisturbance agreement(sa "Mortgage" and the holder of any such mortgage is herein called a "Mortgagee". Any such lease of the Leased Premises is herein called a "Ground Lease" and the lessor under any such lease is herein called a "Ground Lessor".) (“Nondisturbance Agreements”) whereby its rights under To the extent Landlord complies with subparagraph 2.e.ii. above, this Lease shall be recognized by any Superior Lessor or Superior Mortgagee, this Lease, and all the rights of Tenant hereunder, are and hereunder ------------------- shall be and are hereby expressly made subject to and subordinate at all times to each Mortgage and to any ground Ground Lease (it being agreed by Tenant that in the case of a Ground Lease Tenant's right to possession shall be as a subtenant) now or master leasehereafter existing, and to all amendments, modifications, renewals, extensions, modifications consolidations and replacements thereofof each of the foregoing, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance advances made or hereafter to be made under upon the security thereof. The subordination expressed in the preceding sentence shall be automatic and shall require no further action by Landlord or Tenant for its effectiveness. However, Tenant agrees to execute and deliver to Landlord such mortgagesfurther instruments consenting to or confirming the subordination of this Lease to any Mortgage referred to and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within two weeks after Tenant's receipt of such written request. Tenant agrees to give any Mortgagee or Ground Lessor written notice of any default by Landlord and grants to such Mortgagee or Ground Lessor an opportunity to cure any such default within the same time periods specified in this Lease for Landlord to cure any such default or such additional reasonable period of time as may be requested by the Mortgagee or Ground Lessor. Tenant shall accept such performance by or at the instigation of such Mortgagee or Ground Lessor as if the same had been done by Landlord. Any such notice shall be sent to the Mortgagees and Ground Lessor at the most recent address as to which Landlord or such Mortgagees or Ground Lessor shall have notified Tenant in writing, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and all consolidations of such mortgagesnotices shall be given in the manner described in subparagraph 11.a. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver above. ------------------ If any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination (but only if Tenant receives the Nondisturbance Agreement(s) as aforesaid). Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deedforeclosed, or otherwise, then at the request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord 's interest under this Lease and shall promptly execute and deliver is conveyed or transferred in lieu of foreclosure, or if any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Ground Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease subject to the terms of any applicable Nondisturbance Agreement. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid.is terminated:

Rights of Mortgagees and Ground Lessors. If A. Landlord has or may have heretofore encumbered the Premises with a mortgage and only if Tenant receives so-called nondisturbance agreement(s) (“Nondisturbance Agreements”) whereby its rights under this Lease shall be recognized by may hereafter encumber the Premises, or any Superior Lessor interest therein with additional mortgages, may sell and lease back the Property, or Superior Mortgagee, this Leaseany part of the Property, and all may encumber the leasehold estate under such a sale and leaseback arrangement with one or more mortgages. (Any such mortgage is herein called a "Mortgage" and the holder of any such mortgage is herein called a "Mortgagee". Any such lease of the land is herein called a "Ground Lease" and the lessor under any such lease is herein called a "Ground Lessor".) This Lease and the rights of Tenant hereunder, are and hereunder shall be and are hereby expressly made subject to and subordinate at all times to each Mortgage and to any ground Ground Lease (it being agreed by Tenant that in the case of a Ground Lease Tenant's right to possession shall be as a subtenant) now or master leasehereafter existing, and to all amendments, modifications, renewals, extensions, modifications consolidations and replacements thereofof each of the foregoing, and to all mortgages, which may now or hereafter affect the Building or the Property and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance advances made or hereafter to be made under upon the security thereof. The subordination expressed in the preceding sentence shall be automatic and shall require no further action by Landlord or Tenant for its effectiveness. However, Tenant agrees to execute and deliver to Landlord such mortgages, further instruments consenting to or confirming the subordination of this Lease to any Mortgage referred to and to all renewals, modifications, replacements any Ground Lease and extensions containing such other provisions which may be requested in writing by Landlord within ten (10) days after Tenant's receipt of such leases and written request. B. If any Mortgage is foreclosed, or Landlord's interest under this Lease is conveyed or transferred in lieu of foreclosure, or if any Ground Lease is terminated: (i) No person or entity which as the result of any of the foregoing has succeeded to the interest of Landlord in this Lease (any such mortgages and all consolidations person or entity being hereafter called a "Successor") shall be liable for any default by Landlord or any other matter which occurred prior to the date such Successor succeeded to Landlord's interest in this Lease nor shall such Successor be bound by or subject to any offsets or defenses which Tenant may have against Landlord or any other predecessor in interest to such Successor; (ii) Upon request of such mortgages. In confirmation of such subordinationany Successor, Tenant shall promptly executewill attorn, acknowledge as Tenant under this Lease subject to the provisions of this Section 18, to such Successor and will execute and deliver any instrument that Landlord, the lessor under any such lease instruments as may be necessary or the holder of any such mortgage or any of their respective successors in interest may reasonably request appropriate to evidence such subordination attornment within ten (but only if Tenant receives 10) days after receipt of a written request to do so; and (iii) No Successor shall be bound to recognize any prepayment by more than thirty (30) days of Rent or Additional Charges. C. Notwithstanding anything to the Nondisturbance Agreement(scontrary contained herein, any Mortgagee or Ground Lessor may subordinate, in whole or in part, its Mortgage or Ground Lease (as the case may be) as aforesaid). Any lease to which this Lease isby sending Tenant notice in writing subordinating such Mortgage or Ground Lease to this Lease, at and Tenant agrees to execute and deliver to such Mortgagee or Ground Lessor such further instruments consenting to or confirming the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor subordination of a Superior such Mortgage or Ground Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder containing such other provisions which may be requested in writing by such Mortgagee or Ground Lessor within ten (10) days after notice to Tenant of a Superior such request. D. Whether or not any Mortgage is herein called “Superior Mortgagee”. If foreclosed or any Superior Lessor Ground Lease is terminated, or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed Successor succeeds to the rights any interest of Landlord under this Lease, whether through possession no Mortgagee or foreclosure action Ground Lessor or delivery Successor shall have any liability to Tenant for any security deposit paid to Landlord by Tenant hereunder, unless such security deposit has actually been received by such Mortgagee or Ground Lessor or Successor. E. Should any prospective Mortgagee or Ground Lessor require a modification or modifications of this Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Landlord within ten (10) days following the request therefor. Should any prospective Mortgagee or Ground Lessor require execution of a new lease or deedshort form of Lease for recording (containing, or otherwiseamong other customary provisions, then at the names of the parties, a description of the Premises and the Term of this Lease), Tenant agrees to execute such short form of Lease, and deliver the same to Landlord within ten (10) days following the request of such party so succeeding therefor. F. If Tenant fails within ten (10) days after written demand therefor to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument instruments as may be necessary or proper to effectuate any of the covenants of Tenant set forth above in this Section 18 or in Section 17 above captioned "Estoppel Certificates", Tenant hereby makes, constitutes and irrevocably appoints Landlord or, if Landlord ever is a land trust, any of the beneficiaries of Landlord as Tenant's attorney in fact (such power of attorney being coupled with an interest) to execute and deliver any such instruments for and in the name of Tenant. G. Tenant agrees that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, the provisions of this Lease Section shall continue remain in full force and effect effect, notwithstanding that any Mortgagee or Ground Lessor may directly or indirectly own or have an interest in Landlord, or in the Premises in addition to its interest as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease subject to the terms of any applicable Nondisturbance Agreement. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaidMortgagee or Ground Lessor.