Common use of Subordination and Ground Lease Clause in Contracts

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the ground and underlying lease, dated as of September 1, 1978 between The Xxxxx Buildings Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlord, and to the rights of the Landlord thereunder (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlord"), (b) any other ground and underlying lease, and (c) to all mortgages which may now or hereafter affect any such ground and underlying lease on the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may be. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises), or under any mortgage such underlying lease and the leasehold estate of the Landlord in the Premises demised hereby is terminated, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease and will recognize such holder as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any work; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interest; or (iv) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the ground and underlying lease, dated as of September 1, 1978 between The Xxxxx Buildings Durst Buildxxxx Corporation, Landlordlandlord, and 000 Xxxxx Xxxxxx Corporation805 Third Axxxxx Xxxxxxxxxxn, Tenanttenant, a memorandum of which was recorded in the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlord, and to the rights of the Landlord landlord thereunder (the Landlord landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlordOverlandlord"), (b) any other ground and underlying lease, and (c) to all mortgages which may now or hereafter affect any such ground and underlying lease on the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may be. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises), or under any mortgage such underlying lease and the leasehold estate of the Landlord in the Premises demised hereby is terminated, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease and will recognize such holder as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, unless the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any work; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interest; or (iv) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, that unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the ground and underlying lease, dated as of September 1December 19, 1978 1972 between The Xxxxx Buildings CorporationXxxxxxx X. Xxxxxxx and Stratford X. Xxxxxxx, Landlordas trustees u/t/a made by Xxxxxx Xxxxxxxxxx Xxxxxxx, landlord, and 000 Xxxxx Xxxxxx CorporationMadison Realty Associates, Tenant, a memorandum of which was recorded in the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlordtenant, and to the rights of the Landlord landlord thereunder (the Landlord landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlordOverlandlord"), (b) any other ground and underlying lease, and (c) to all mortgages which may now or hereafter affect any such ground and underlying lease on or the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in hereby irrevocably constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant if not so executed and delivered by Tenant within said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may befifteen (15) day period. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises), or under any mortgage such underlying lease and the leasehold estate of the Landlord in the Premises demised hereby is terminated, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease and will recognize such holder as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, unless the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any work; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interest; or (iv) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be necessary or appropriate to evidence such attornment, and Tenant hereby irrevocably constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant if not so executed and delivered by Tenant within said fifteen (15) day period. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, that unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the all ground and underlying lease, dated as of September 1, 1978 between The Xxxxx Buildings Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in leases on the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is Land and/or Building now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlord, and to the rights of the Landlord thereunder (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlord"), (b) any other ground and underlying leaseor hereafter existing, and (cb) to all mortgages which may now or hereafter affect any such ground and underlying lease on leases or the Land and/or Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may be. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises), or under any mortgage such underlying lease and the leasehold estate of the Landlord in the Premises demised hereby is terminated, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease and will recognize such holder as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, unless the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest shall not be (i) liable for any act or omission or negligence of Landlord under this LeaseLease accruing prior to the date of such reversion of title; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any workwork but excluding Landlord's maintenance, repair and restoration obligations hereunder accruing prior to the date of such reversion of title; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage accruing prior to the date of such reversion of title beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interest; or (iv) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building, except to the extent that a condemnation award is made available therefor. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder. Tenant agrees to execute and deliver, at any time and from time to time, upon within fifteen (15) days after the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event by reason of any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, that unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the ground and underlying lease, lease dated as of September 1July 29, 1978 1986, between The Xxxxx Buildings Saks & Company, as lessor and Swiss Bank Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is now held by Xxxxxxx Xxxxx and Xxxxxx X. XxxxxBranch, as landlordlessee, and to as the rights of the Landlord thereunder same is or may hereafter be amended (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlord"“Saks Lease”), (b) any other ground and underlying lease“New Lease” (as defined in the Saks Lease) hereafter entered into, as the same may be amended (collectively together with the Saks Lease called the “Superior Leases”), and (c) to all mortgages (the “Superior Mortgages”) which may now or hereafter affect encumber any such ground Superior Leases and/or the interest of the lessee under the Superior Lease in and underlying lease on to the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may be. Section 25.02. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises)Superior Lease, or under any mortgage Superior Mortgage, such underlying lease Superior Lease and the leasehold estate of the Landlord in the Demised Premises demised hereby is terminated, or the lessee’s estate in the Building under a Superior Lease is foreclosed upon or transferred in lieu of a foreclosure, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease or the foreclosure purchaser or transferee in lieu of foreclosure, as the case may be, and will recognize such holder holder, purchaser or transferee as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, unless the lessor under such underlying lease Superior Lease or the holder of any such mortgage shallSuperior Mortgage, in any proceeding to terminate such underlying lease Superior Lease or foreclose such mortgageSuperior Mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest or the foreclosure purchaser or transferee in lieu of foreclosure shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness offset which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform perform, undertake or complete any workwork in the Demised Premises or to prepare it for occupancy; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Superior Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interestinterest or the foreclosure purchaser or transferee in lieu of foreclosure; or (ivvi) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building; (vii) required to account for any security deposit of Tenant unless actually delivered to such holder, purchaser or transferee by Landlord; (viii) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be performed by Landlord after the date of attornment; or (ix) responsible for any monies owing by Landlord to Tenant. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder, purchaser or transferee. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease Superior Lease or the holder of any such mortgage Superior Mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the all ground and underlying lease, dated as of September 1, 1978 between The Xxxxx Buildings Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in leases on the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is Land and/or Building now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlord, and to the rights of the Landlord thereunder (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlord"), (b) any other ground and underlying leaseor hereafter existing, and (cb) to all mortgages which may now or hereafter affect any such ground and underlying lease on leases or the Land and/or the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoingLandlord, within forty-five (45) days after from the date hereof, Landlord shall agrees to obtain from Credit Suisse First Boston Mortgage Capital, LLC, the holder of the existing OverLandlord and mortgage which is a lien on the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate Building Project, an agreement (the "non-disturbance and attornment agreement"), ) providing in substance that Tenant's possession of and rights in the Demised Premises and under this Lease shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any applicable periods of grace, and providing that provided Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its landlord under this Lease. If a fully executed and acknowledged original copy of such non-disturbance and attornment agreement is not delivered to Tenant within such forty-five (45) day period, Tenant, as its sole remedy for Landlord's failure to obtain the non-disturbance and attornment agreement, may by notice given within fifteen (15) days after the expiration of such forty-five (45) day period, terminate this Lease on a date specified in such notice which shall not be later than thirty (30) days after the date of said notice, unless prior to such termination date all such copies are delivered to Tenant or Tenant elects to rescind such notice. In the event of such termination, neither Landlord under nor Tenant shall have any further liability to each other except that Landlord shall return to Tenant all moneys given to Landlord upon the execution of this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-non- disturbance and attornment agreement with respect to the existing OverLandlord and the existing such mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord It is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, further agreed that this Lease shall not be subject and subordinate to and Tenant shall not be required to attorn to any mortgages or any ground or underlying leases which may hereafter affect the Building Project, unless the holder of each such new mortgage or subsequent lessor under each such lease executes such non- disturbance and attornment agreement in the then customary form of such mortgagee or mortgage, as the case may belessor. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises)lease, or under any mortgage mortgage, such underlying lease and the leasehold estate of the Landlord in the Demised Premises demised hereby is terminated, or the Land and/or the Building are foreclosed upon or transferred in lieu of a foreclosure, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease or the foreclosure purchaser or transferee in lieu of foreclosure, and will recognize such holder holder, purchaser or transferee as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest or the foreclosure purchaser or transferee in lieu of foreclosure shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform perform, undertake or complete any workwork in the Demised Premises or to prepare it for occupancy; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interestinterest or the foreclosure purchaser or transferee in lieu of foreclosure; or (ivvi) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building; (vii) required to account for any security deposit of Tenant unless actually delivered to such holder, purchaser or transferee by Landlord; (viii) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be performed by Landlord after the date of attornment; or (ix) responsible for any monies owing by Landlord to Tenant. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder, purchaser or transferee. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, unless and until any such lessorlessor or holder, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the ground and underlying lease, lease dated as of September 1July 29, 1978 1986, between The Xxxxx Buildings Saks & Company, as lessor and Swiss Bank Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is now held by Xxxxxxx Xxxxx and Xxxxxx X. XxxxxBranch, as landlordlessee, and to as the rights of the Landlord thereunder same is or may hereafter be amended (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlordSaks Lease"), (b) any other ground and underlying lease"New Lease" (as defined in the Saks Lease) hereafter entered into, as the same may be amended (collectively together with the Saks Lease called the "Superior Leases"), and (c) to all mortgages (the "Superior Mortgages") which may now or hereafter affect encumber any such ground Superior Leases and/or the interest of the lessee under the Superior Lease in and underlying lease on to the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoing, within forty-five (45) days after the date hereof, Landlord shall obtain from the existing OverLandlord and the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate an agreement ("non-disturbance and attornment agreement"), providing in substance that Tenant's possession of and rights in the Demised Premises shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any periods of grace, and providing that Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its Landlord under this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing mortgagee. Notwithstanding the foregoing, Landlord shall have no liability or responsibility if Landlord is unable to obtain such non-disturbance and attornment agreement from any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may be. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises)Superior Lease, or under any mortgage Superior Mortgage, such underlying lease Superior Lease and the leasehold estate of the Landlord in the Demised Premises demised hereby is terminated, or the lessee's estate in the Building under a Superior Lease is foreclosed upon or transferred in lieu of a foreclosure, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease or the foreclosure purchaser or transferee in lieu of foreclosure, as the case may be, and will recognize such holder holder, purchaser or transferee as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, unless the lessor under such underlying lease Superior Lease or the holder of any such mortgage shallSuperior Mortgage, in any proceeding to terminate such underlying lease Superior Lease or foreclose such mortgageSuperior Mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest or the foreclosure purchaser or transferee in lieu of foreclosure shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness offset which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform perform, undertake or complete any workwork in the Demised Premises or to prepare it for Tenant's occupancy; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Superior Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interestinterest or the foreclosure purchaser or transferee in lieu of foreclosure; or (ivvi) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building; (vii) required to account for any security deposit of Tenant unless actually delivered to such holder, purchaser or transferee by Landlord; (viii) bound by any obligation to make any payment to Tenant or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be performed by Landlord after the date of attornment; or (ix) responsible for any monies owing by Landlord to Tenant. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder, purchaser or transferee. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease Superior Lease or the holder of any such mortgage Superior Mortgage any instrument which may be necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby Demised Premises in the event any proceeding is brought by the lessor under any underlying lease such Superior Lease or the holder of any such mortgage Superior Mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, that unless and until any such lessorlessor or holder, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, this Lease shall not be affected in any way whatsoever by any such proceeding.

Subordination and Ground Lease. Section 25.01. This Lease is subject and subordinate to (a) the all ground and underlying lease, dated as of September 1, 1978 between The Xxxxx Buildings Corporation, Landlord, and 000 Xxxxx Xxxxxx Corporation, Tenant, a memorandum of which was recorded in leases on the Office of the City Register, New York County, in Reel 451, Page 1816 which ground lease is Land and/or Building now held by Xxxxxxx Xxxxx and Xxxxxx X. Xxxxx, as landlord, and to the rights of the Landlord thereunder (the Landlord under said ground and underlying lease being sometimes referred to in this Lease as the "OverLandlord"), (b) any other ground and underlying leaseor hereafter existing, and (cb) to all mortgages which may now or hereafter affect any such ground and underlying lease on leases or the Land and/or the Building, and to all renewals, modifications, amendments, consolidations, replacements or extensions of any of the foregoing. Landlord represents that the holder of the existing mortgage is Citibank, N.A. This clause shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant, at any time and from time to time, shall execute promptly, and within fifteen (15) days of such request, any certificate and document that Landlord may reasonably request which reasonably evidences such subordination. Notwithstanding the foregoingabove, Landlord, within forty-five (45) days after from the date hereof, Landlord shall agrees to obtain from Credit Suisse First Boston Mortgage Capital, LLC, the holder of the existing OverLandlord and mortgage which is a lien on the existing mortgagee and shall use its best efforts to obtain promptly thereafter with respect to any new or subsequent lessor or holder of any mortgage to which Tenant's rights under this Lease are subordinate Building Project, an agreement (the "non-disturbance and attornment agreement"), ) providing in substance that Tenant's possession of and rights in the Demised Premises and under this Lease shall remain undisturbed, so long as Tenant is not in default under the provisions of this Lease, after any applicable notice and the expiration of any applicable periods of grace, and providing that provided Tenant agrees in said instrument to attorn to such OverLandlord or mortgagee as its landlord under this Lease. If a fully executed and acknowledged original copy of such non-disturbance and attornment agreement is not delivered to Tenant within such forty-five (45) day period, Tenant, as its sole remedy for Landlord's failure to obtain the non-disturbance and attornment agreement, may by notice given within twenty-one (21) days after the expiration of such forty-five (45) day period, terminate this Lease on a date specified in such notice which shall not be later than thirty (30) days after the date of said notice, unless prior to such termination date all such copies are delivered to Tenant or Tenant elects to rescind such notice. In the event of such termination, neither Landlord under nor Tenant shall have any further liability to each other except that Landlord shall return to Tenant all moneys given to Landlord upon the execution of this Lease. Concurrently with the execution of this Lease, Tenant has executed a non-disturbance and attornment agreement with respect to the existing OverLandlord and the existing such mortgagee. Notwithstanding the foregoingfirst three (3) sentences of this Section 25.01, Landlord it is further agreed that this Lease shall have no liability not be subject and subordinate to and Tenant shall not be required to attorn to any mortgages or responsibility if Landlord is unable to obtain any ground or underlying leases which may hereafter affect the Building Project, unless the holder of each such mortgage or lessor under each such lease executes such non-disturbance and attornment agreement from in the then customary form of such mortgagee or lessor, with such changes as are reasonably acceptable to Tenant consistent with the form being executed concurrently herewith. Landlord represents to Tenant that there is no ground or underlying lease affecting the Building Project, or any new or subsequent lessor or mortgagee and, in such event, this Lease shall be subject and subordinate to such new or subsequent lease or mortgage, as the case may beportions thereof. (a) The Tenant covenants and agrees that if by reason of a default under any underlying lease (including an underlying lease through which the Landlord derives its leasehold estate in the Demised Premises)lease, or under any mortgage mortgage, such underlying lease and the leasehold estate of the Landlord in the Demised Premises demised hereby is terminated, or the Land and/or the Building are foreclosed upon or transferred in lieu of a foreclosure, the Tenant will attorn to the then holder of the reversionary interest in the premises demised by this Lease or the foreclosure purchaser or transferee in lieu of foreclosure, and will recognize such holder holder, purchaser or transferee as the Tenant's Landlord under this Lease, unless, subject to the provisions of any non-disturbance and attornment agreement, the lessor under such underlying lease or the holder of any such mortgage shall, in any proceeding to terminate such underlying lease or foreclose such mortgage, elects to terminate this Lease and the rights of Tenant hereunder provided, however, the holder of the reversionary interest or the foreclosure purchaser or transferee in lieu of foreclosure shall not be (i) liable for any act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and asserted with reasonable promptness which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform perform, undertake or complete any workwork in the Demised Premises or to prepare it for occupancy; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one (1) month's rent, unless such modification or prepayment shall have been approved in writing by the holder of such Mortgage; (v) obligated to repair the Demised Premises, or the Building, or any part thereof, in the event of any damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to the then holder of the reversionary interestinterest or the foreclosure purchaser or transferee in lieu of foreclosure; or (ivvi) obligated to repair the Demised Premises or the Building, or any part thereof, in the event of partial condemnation of the Demised Premises or the Building; (vii) required to account for any security deposit of Tenant unless actually delivered to such holder, purchaser or transferee by Landlord; (viii) bound by any obligation to make any payment to Tenant or grant any credits (other than in Article 3), except for services, repairs, maintenance and restoration provided for under this Lease to be performed by Landlord after the date of attornment; or (ix) responsible for any monies owing by Landlord to Tenant. Nothing contained in this subparagraph shall be construed to impair any right otherwise exercisable by any such holder, purchaser or transferee. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the Landlord of or the lessor under any such underlying lease or the holder of any such mortgage any instrument which may be reasonably necessary or appropriate to evidence such attornment. The Tenant further waives the provisions of any statute or rule or law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the premises demised hereby in the event event, any proceeding is brought by the lessor under any underlying lease or the holder of any such mortgage to terminate the same, and agrees that, subject to the provisions of any non-disturbance and attornment agreement, unless and until any such lessor, in connection with any such proceeding, shall elect to terminate this Lease and the rights of Tenant hereunder, that this Lease shall not be affected in any way whatsoever by any such proceeding.