Common use of SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlordthe Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 8.5 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease9.1 Subject to the provisions of Section 9.4, this Lease and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any reasonable instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 9.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writingby notice or pursuant to a Non-Disturbance Agreement that requires such notice to be so given, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of timetime or in the event of emergent circumstances, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3 If a Mortgagee or Superior Lessor or any designee or nominee 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, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment, provided that same does not increase Tenant’s obligations hereunder or diminish its rights hereunder; and provided further that Tenant is provided with a Non-Disturbance Agreement. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor attornment. Section 9.4 Notwithstanding the foregoing provisions of this Article 9, as a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any Mortgages or Superior Leases, Landlord shall not: (a) obtain from each Mortgagee and Superior Lessor an agreement, in recordable form and in form reasonably satisfactory to Tenant from such Mortgagee or Superior Lessor, pursuant to which such Mortgagee or Superior Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be liable for continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises and the Premises Equipment shall not be terminated, modified, affected or disturbed by any previous act action which such Mortgagee or omission Superior Lessor may take to foreclose any such Mortgage or Superior Lease, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of Landlord the terms, covenants, conditions and options granted to Tenant under this Lease; , except as otherwise provided in Section 9.3 (b) be subject any such agreement, a “Non-Disturbance Agreement”). Further, if Landlord places a blanket non-mortgage lien on its assets, including any portion of the Premises or Premises Equipment, Landlord shall use commercially reasonable efforts to obtain from the holder of such lien, a Non-Disturbance Agreement such that Tenant may continue to use such property covered by such blanket lien and constituting part of the Premises or Premises Equipment as if same were a direct lease between Tenant and the holder of such lien in accordance with the provisions of Section 9.3 and this Section 9.4 and as if such holder was a Successor Landlord. Tenant agrees to execute, acknowledge and deliver to Landlord any offset, not expressly provided for Non-Disturbance Agreement in this Lease, which shall have theretofore accrued form satisfactory to Tenant against Landlord; or (c) be bound promptly after delivery by Landlord or any previous modification Mortgagee or Superior Lessor. Landlord represents and warrants to Tenant that there is no Mortgage or Superior Lease on or affecting the Building as of the execution of this Lease, Lease and there will not expressly provided for in this Lease, exist a Mortgage or by any previous prepayment Superior Lease on or affecting the Building as of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessorthe Delivery Date. Section 8.4 9.5 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten fifteen (1015) daysBusiness Days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any the security deposit deposit, if any, held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication communications under the Lease shall be sent, the Rent Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 9.5 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Without limitation of the provisions of this Section 8.1, Landlord agrees to request a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee or Lessor, provided that Landlord shall have no liability to Tenant in the event that such Mortgagee or Lessor fails to provide Tenant with any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such request. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, . Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (gf) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (ig) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. SECTION 8.1 Subject to the provisions of Section 8.1 This 8.5, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Section SECTION 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. SECTION 8.3 Subject to the provisions of Section 8.3 If 8.5, if a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (“"Successor Landlord”") and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section SECTION 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ ' prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlordthe Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s 's interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section SECTION 8.5 Without limitation of Notwithstanding the foregoing provisions of Section 8.1this Article 8, Landlord agrees to (a) obtain from the Mortgagee under the existing Mortgage, and (b) to use commercially reasonable efforts (which shall not include the payment of any sums or the prosecution of any legal actions) to obtain for Tenant from each of the Mortgagees or Lessors under any Mortgages or Superior Leases entered into after the date hereof, a subordinationNon-Disturbance Agreement; provided, nonhowever, that if Landlord shall be unsuccessful in so obtaining any such Non-disturbance and attornment agreement Disturbance Agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such any Mortgagee or Lessor under any Mortgage or Superior LessorLease entered into after the date hereof, provided that then Landlord shall have no liability to Tenant therefor, and this Lease shall remain in the event that it is unable to obtain any such agreementsfull force and effect. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable 's actual out-of-pocket costscosts and expenses, including reasonable attorney’s 's fees and disbursements, incurred in connection with such efforts. A "Non-Disturbance Agreement" shall mean a subordination, attornment and non-disturbance agreement duly executed and acknowledged by the holder of a Mortgage or a Superior Lease, as the case may be, and by Tenant, and in recordable form, and (i) with respect to the existing Mortgage, in the form attached to this Lease as Exhibit E, and (ii) with respect to any Mortgages or Superior Leases entered into after the date hereof, in the form customarily employed by such Mortgagee or Lessor. Landlord represents to Tenant that (i) LaSalle National Bank, as Trustee for GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-GSFL1 ("Lender") is the sole Mortgagee of the Building and the Real Property, and (ii) there are no Superior Leases affecting the Building or the Real Property. If Landlord fails to deliver to Tenant a Non-Disturbance Agreement executed by Lender within sixty (60) days following the execution and delivery of this Lease, then Tenant shall have the right to terminate this Lease by notice to Landlord, such termination to be effective on the date which shall be thirty (30) days after the date such notice is given, upon which date this Lease shall come to an end and terminate, and neither party shall have any liability to the other hereunder, and Landlord shall return the Security Deposit to Tenant, together with all prepaid Fixed Rent and Additional Rent, if any, deposited by Tenant hereunder. Notwithstanding anything to the contrary contained herein, if Landlord shall deliver such Non-Disturbance Agreement executed by Lender, to Tenant at any time within thirty (30) days following Landlord's receipt of such notice by Tenant, such termination shall be void and of no force and effect, and Tenant shall have no further right to terminate this Lease pursuant to this Section 8.5.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (“"Successor Landlord”") and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ ' prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlordthe Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s 's interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This 9.1 Subject to Section 9.4 hereof, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to the terms, covenants, conditions and provisions of all Mortgages and Superior Leases. This Section 8.1 shall be self-operative Leases (including the Underlying Lease) and all rights of the Mortgagees and Superior Lessors thereunder, and no further instrument of subordination shall be required. In confirmation Landlord represents that Landlord has provided Tenant with true, complete and correct copies of such subordination(i) all Governmental Documents and Superior Leases set forth on Schedule A attached hereto, and (ii) all Mortgages set forth on Schedule B attached hereto. Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee or Governmental Authority may reasonably request to evidence such subordination. This Lease is subject to the rights of The City of New York pursuant to the City Agreement. Tenant agrees that (i) in accordance with Section 9.2.1(ii) of the Underlying Lease, this Lease shall not be materially changed or modified, discharged or extended (exclusive of modifications made in accordance with, and as a result of exercising rights or options pursuant to, the provisions of this Lease) without the prior written approval of the Superior Lessor under the Underlying Lease, but nothing contained herein shall be deemed to prevent Landlord from exercising any of its remedies under this Lease following the occurrence of a default by Tenant hereunder beyond any applicable notice or cure period and (ii) in accordance with Section 9.2.1(iii) of the Underlying Lease, this Lease and the Term hereunder shall terminate and expire, without notice to Tenant, on the day preceding the date of expiration or on such earlier date as Landlord and Tenant may agree upon or on the effective date of any revocation of the consent to this Lease of the Superior Lessor under the Underlying Lease, subject to the terms of the Port Authority SNDA. Section 8.2 (a) In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease (other than pursuant to Section 12.2 or 13.2), or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to give each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Landlord fails to cure such act or omission within the time provided for in this Lease, then each such Mortgagee or Superior Lessor shall become entitled have an additional thirty (30) days after receipt of such notice within which to cure such act or omission or if such act or omission cannot be cured within that time, then, except as otherwise expressly provided in the applicable Non-Disturbance Agreement, such additional reasonable period of time as may be necessary to cure such default, in which event this Lease shall not be terminated and Tenant shall not exercise any other rights or remedies under this Lease or otherwise while such remedies are being so diligently pursued. (b) Tenant shall not withhold its consent to any additional cure period reasonably requested modifications to this Lease, upon request of a Mortgagee, provided that such Lease modification shall not decrease Landlord’s obligations or decrease Tenant’s rights under this Section 8.2, such cure periods shall run concurrently, not consecutivelyLease (except to a de minimis extent) or increase Tenant’s monetary obligations under this Lease (to any extent) or non-monetary obligations under this Lease (except to a de minimis extent). Section 8.3 (a) If a Mortgagee or Superior Lessor (other than the Superior Lessor under the Underlying Lease, which Superior Lessor shall be subject to the terms of Section 9.3(b) below) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentMortgagee or Superior Lessor, Tenant shall attorn to and recognize such Mortgagee, such Superior Lessor, the designee of such Mortgagee or Superior Lessor or a purchaser at foreclosure or otherwise, in each case acquiring Landlord’s interest under this Lease (a “Successor Landlord 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, or as if it were, a direct lease between such Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that that, subject to the terms of the applicable Non-Disturbance Agreement entered into by such Successor Landlord, such Successor Landlord, unless such Successor Landlord shall be an Affiliate of Landlord, shall not: (ai) be liable for any previous act acts, omissions, events or omission of conditions arising prior to the time such Successor Landlord acquired Landlord’s interest under this Lease, unless such act, omission, event or condition continues after the date of such succession (and then only for so much as has accrued subsequent to the date of such succession and notification of such Successor Landlord of such acts, omissions, events or conditions with respect to Landlord’s obligations under this Lease); (bii) be subject to any offset, not expressly provided for in this Leaseoffset or defenses that Tenant may have against Landlord, which shall have theretofore accrued to Tenant against Landlord; orLandlord (other than any offset pursuant to Section 31.2(b) hereof); (ciii) be bound by any previous material modification of this LeaseLease entered into after Tenant has been notified of the existence and identity of such Successor Landlord and of its address for notices, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such material modification or prepayment shall have been expressly approved in writing by such Mortgagee Successor Landlord; or (iv) be bound by any obligation to perform any work or Lessorto make improvements to the Premises. (b) Subject to the terms of the applicable Non-Disturbance Agreement to be delivered pursuant to Section 8.4 Each party agrees9.4 hereof, Tenant covenants and agrees that, if by reason of a default on the part of Landlord who is the Lessee under the Underlying Lease in the performance of any of the terms or provisions of such Underlying Lease or if for any other reason of any nature whatsoever such Underlying Lease and the leasehold estate of the Lessee thereunder are terminated by summary dispossess proceeding or otherwise, Tenant shall attorn to and recognize such landlord as Tenant’s landlord under this Lease. Tenant covenants and agrees to execute and deliver, at any time and from time to timetime upon request of the landlord under such Underlying Lease, as requested any instrument which may be reasonably necessary or appropriate to evidence such attornment. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may terminate this Lease or 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 such Underlying Lease terminates or in the event any such proceeding is brought by the other partylandlord under such Underlying Lease, upon and in that circumstance Tenant agrees that this Lease shall not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged be affected in any way whatsoever by any such party proceeding or termination. Section 9.4 (a) stating Landlord represents to Tenant that this as of the Effective Date, the Existing Mortgage is the only Mortgage affecting the Real Property, and the Underlying Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases only Superior Lease affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to TenantProperty. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 9.1. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 9.2. In the event of any act or omission of default by Landlord which that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, Lease or to claim a partial or total eviction, Tenant shall not exercise such right unless and until (a) until it has given Tenant gives written notice of such act or omission default to each Mortgagee and Superior Lessor whose name and address shall have previously have been furnished given to Tenant in writing, and (b) a reasonable period for remedying such default elapses after Tenant gave such notice, unless such act or omission shall default cannot be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when provided that such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Leaseshall, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence diligence, give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3. If a Mortgagee or Superior Lessor shall succeed succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding successor to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon on all of the terms, conditions terms and covenants as are set forth in provisions of this Lease and shall be applicable after such attornment attornment, except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this LeaseLease (except to the extent such act or omission continues beyond the date Successor Landlord succeeds to Landlord’s interest); (b) be subject to any offset, not expressly provided for in this Lease, which shall offset that may previously have theretofore accrued to or be claimed by Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 8.4 9.4. Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlordthe Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (ih) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 9.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Superior Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation 9.5. Notwithstanding anything contained in this Article to the contrary, but provided that the Tenant named herein or an Affiliate of the provisions of Section 8.1Tenant named herein is the then Tenant hereunder, Landlord agrees to shall use commercially reasonable efforts to obtain for and deliver to Tenant a subordinationSubordination, nonNon-disturbance Disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, Attornment Agreement (an “SNDA”) in the standard form customarily employed then used by such Mortgagee or Superior LessorLessor for the benefit of Tenant from the existing Mortgagee and from each new Mortgagee that becomes effective after the date hereof and from each Superior Lessor after the date hereof, provided that which SNDA shall be in form and substance reasonably satisfactory to such existing Mortgagee, each new Mortgagee and such Superior Lessor and which shall not reduce any rights afforded to Tenant under this Lease. Landlord shall have no liability to Tenant in the event that it is unable also use commercially reasonable efforts to obtain and deliver an SNDA to an assignee of Tenant which acquires all or substantially all of the assets of Tenant pursuant to a Permitted Transfer. If Tenant fails to execute, acknowledge or deliver to Landlord or to such Mortgagee or Superior Lessor any such agreements. Tenant shall reimburse Landlord, SNDA within ten fifteen (1015) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.delivery of same to Tenant,

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 9.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In 9.2 Except as set forth in this Article 9 and in Article 12, in the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3 If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease, but if such previous act or omission of Landlord constitutes a default under this Lease that continues after the date of such attornment and adversely affects Tenant’s use and occupancy of the Premises in any material respect, then Successor Landlord shall be obligated to cure such continuing default; (b) be subject to any offset, not expressly provided for in this Lease, offset which shall theretofore may have theretofore accrued to or be claimed by Tenant against Landlord; or (c) be bound by any previous material modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 8.4 Each party agrees, at any time and from time to time9.4 (a) Notwithstanding the foregoing provisions of this Article 9, as requested by the other partya condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any existing or future Mortgages or Superior Leases, upon not less than ten (10) days’ prior notice, to execute and Landlord shall deliver to Tenant for execution and acknowledgment a Non-Disturbance Agreement from the other holder of each Mortgage and Superior Lease. A “Non-Disturbance Agreement” shall mean a written statement subordination, attornment and non-disturbance agreement duly executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (the holder of a Mortgage or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any a Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of as the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessorscase may be, in recordable form and in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Lessor and reasonably satisfactory to Tenant. Landlord shall have no liability represents to Tenant in that (i) 111 8th Funding Company, a Delaware corporation (“Lender”) is the event that it is unable to obtain any such agreementssole Mortgagee of the Building and the Real Property, and (ii) there are no Superior Leases affecting the Building or the Real Property. Tenant shall reimburse Landlord, within ten thirty (1030) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s costs incurred in payment of the fees and disbursementsdisbursements of counsel to any Mortgagee or Superior Lessor. Tenant agrees to execute, incurred in connection with acknowledge and deliver to Landlord any such effortsNon-Disturbance Agreement promptly after delivery by Landlord or any Mortgagee or Superior Lessor.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 9.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In 9.2 Except as set forth in this Article 9 and in Article 12, in the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writingby written notice, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3 If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease, but if such previous act or omission of Landlord constitutes a default under this Lease that continues after the date of such attornment and adversely affects Tenant’s use and occupancy of the Premises in any material respect, then Successor Landlord shall be obligated to cure such continuing default; (b) be subject to any offsetoffset against, not or abatement of, Rent which theretofore may have accrued to or be claimed by Tenant against Landlord, other than any abatement of Rent expressly provided for in this Lease, which shall have theretofore accrued Lease and other than pursuant to Tenant against LandlordSection 30.4; or (c) be bound by any previous material modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 8.4 Each party agrees, at any time and from time to time9.4 (a) Notwithstanding the foregoing provisions of this Article 9, as requested by the other partya condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any existing or future Mortgages or Superior Leases, upon not less than ten (10) days’ prior notice, to execute and Landlord shall deliver to Tenant for execution and acknowledgment a Non-Disturbance Agreement from the other holder of each Mortgage and Superior Lease. A “Non-Disturbance Agreement” shall mean a written statement subordination, attornment and non-disturbance agreement duly executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (the holder of a Mortgage or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any a Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of as the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessorscase may be, in recordable form and in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Lessor and reasonably satisfactory to Tenant. Landlord shall have no liability represents to Tenant in that (i) Greenwich Capital Financial Products, Inc. (“Lender”) is the event that it is unable to obtain any such agreementssole Mortgagee of the Building and the Real Property, and (ii) there are no Superior Leases affecting the Building or the Real Property. Tenant shall reimburse Landlord, within ten thirty (1030) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s costs incurred in payment of the fees and disbursementsdisbursements of counsel to any Mortgagee or Superior Lessor. Tenant agrees to execute, incurred in connection with acknowledge and deliver to Landlord any such effortsNon-Disturbance Agreement promptly after delivery by Landlord or any Mortgagee or Superior Lessor.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (“"Successor Landlord”") and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease (provided, however, that nothing contained herein shall be deemed to relieve Mortgagee or Successor Landlord of any liability arising by reason of Mortgagee's or Successor Landlord's acts or omissions from and after the date that Mortgagee or Successor Landlord shall become landlord under this Lease, and Mortgagee or Successor Landlord, as landlord under this Lease, shall be obligated to properly maintain, operate and repair the Premises in accordance with the provisions of this Lease, notwithstanding the fact that any condition requiring such maintenance or repair may have arisen prior to the date of any such foreclosure, or assignment in lieu of foreclosure, of this Mortgage); (b) be subject to any offset, not expressly provided for in this Lease, offset which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This 9.1 Subject to the provisions of the Non-Disturbance Agreements entered into by the Port Authority and Tenant and by the holder of the Existing Mortgage and Tenant pursuant to Section 9.4(b) hereof, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to the priority of the lien of all Mortgages and the priority of all Superior Leases. This Section 8.1 shall be self-operative Leases (including the Underlying Lease) and all rights of the Mortgagees and Superior Lessors thereunder, and no further instrument of subordination shall be required, subject to the terms of Section 9.4 hereof. In confirmation of such subordination, Tenant shall promptly (and no later than thirty (30) days after receipt thereof) execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee or Governmental Authority may reasonably request to evidence such subordination, provided the instrument conforms to the requirements of this Lease. This Lease is subject to the rights of The City of New York pursuant to the City Agreement. Subject to the provisions of any Non-Disturbance Agreement entered into by the Port Authority and Tenant pursuant to Section 9.4(b) hereof, Tenant agrees that (i) in accordance with Section 9.2.1(ii) of the Underlying Lease, this Lease shall not be materially changed or modified, discharged or extended without the prior written approval of the Superior Lessor under the Underlying Lease, but nothing contained herein shall be deemed to prevent Landlord from exercising any of its remedies under this Lease following the occurrence of a default, after notice and expiration of any cure period, by Tenant hereunder and (ii) in accordance with Section 9.2.1(iii) of the Underlying Lease, this Lease and the Term hereunder shall terminate and expire, without notice to Tenant, on the day preceding the date of expiration or on such earlier date as Landlord and Tenant may agree upon or on the effective date of any revocation of the consent to this Lease of the Superior Lessor under the Underlying Lease. This Lease is subject to the approval of the Port Authority pursuant to the provisions of the Underlying Lease. Section 8.2 (a) In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease (other than pursuant to Section 1.4, 12.2 or 13.2), or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to give each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Landlord fails to cure such act or omission within the time provided for in this Lease, then each such Mortgagee or Superior Lessor shall become entitled have an additional sixty (60) days after receipt of such notice within which to cure such act or omission or if such act or omission cannot be cured within that time, then such additional reasonable period of time as may be necessary to cure such default, in which event this Lease shall not be terminated and Tenant shall not exercise any other rights or remedies under this Lease or otherwise while such remedies are being so diligently pursued. (b) Tenant shall not withhold its consent to any additional cure period reasonably requested modifications to this Lease, upon request of a Mortgagee, provided that such Lease modification shall not decrease Landlord’s obligations under this Section 8.2, such cure periods shall run concurrently, not consecutivelyLease (except to a de minimis extent) or increase Tenant’s obligations or adversely affect Tenant’s rights under this Lease (except to a de minimis extent). Section 8.3 (a) If a Mortgagee or Superior Lessor (other than the Superior Lessor under the Underlying Lease, which Superior Lessor shall be subject to the terms of Section 9.3(b) below) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentMortgagee or Superior Lessor, Tenant shall attorn to and recognize such Mortgagee, such Superior Lessor, the designee of such Mortgagee or Superior Lessor or a purchaser at foreclosure or otherwise, in each case acquiring Landlord’s interest under this Lease (a “Successor Landlord Landlord”) as Tenant’s landlord under this Lease, and shall promptly (and no later than thirty (30) days after receipt thereof) 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, or as if it were, a direct lease between such Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that such Successor Landlord, unless such Successor Landlord shall be an Affiliate of Landlord, shall not: (ai) be liable for any previous act acts, omissions, events or omission of conditions arising prior to the time such Successor Landlord acquired Landlord’s interest under this Lease; (bii) be subject to any offset, not expressly provided for in this Leaseoffset or defenses that Tenant may have against Landlord, which shall have theretofore accrued to Tenant against Landlord; or, except to the extent expressly provided for in the applicable Non-Disturbance Agreement; (ciii) be bound by any previous material modification of this LeaseLease entered into after Tenant has been notified of the existence and identity of such Successor Landlord and of its address for notices, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such material modification or prepayment shall have been expressly approved in writing by such Mortgagee Successor Landlord; or (iv) be bound by any obligation to perform any work or to make improvements to the Premises, to the extent that such obligation accrued prior to the time such Successor Landlord acquired Landlord’s interest under this Lease (it being agreed that, subject to the terms of any Non-Disturbance Agreement, in the event of a casualty, such Successor Landlord shall not be obligated to repair or restore the Premises or any portion thereof beyond such repair or restoration as may be reasonably accomplished from the net insurance proceeds actually made available to Successor Lessor, provided, however, that, in the event of Successor Landlord’s failure to confirm, within one hundred eighty (180) days (or such shorter period of time set forth in the Non-Disturbance Agreement with such Successor Landlord) after the date of such casualty, its willingness to fully reconstruct the Premises, Tenant shall have the option, to be exercised within sixty (60) days after receipt of notice from Successor Landlord that it does not intend to fully repair or restore the Premises (provided that if Successor Landlord has failed to so notify Tenant of its intentions by the end of such one hundred eighty (180) day period (or such shorter period of time set forth in the Non-Disturbance Agreement with such Successor Landlord), Successor Landlord shall be deemed to have notified Tenant that Successor Landlord does not intend to fully repair or restore such Premises), to terminate this Lease). Section 8.4 Each party agrees(b) Tenant covenants and agrees that, if by reason of a default on the part of Landlord who is the Lessee under the Underlying Lease, in the performance of any of the terms or provisions of such Underlying Lease or if for any other reason of any nature whatsoever such Underlying Lease and the leasehold estate of the Lessee thereunder are terminated by summary dispossess proceeding or otherwise, Tenant shall attorn to and recognize such landlord as Tenant’s landlord under this Lease on the condition that such Landlord shall recognize all of Tenant’s rights under this Lease. Tenant covenants and agrees to execute and deliver, at any time and from time to timetime upon request of the landlord under such Underlying Lease, as requested any instrument which may be reasonably necessary or reasonably appropriate to evidence such attornment. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may terminate this Lease or 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 such Underlying Lease terminates or in the event any such proceeding is brought by the other partylandlord under such Underlying Lease, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating in that circumstance Tenant agrees that this Lease is then shall not be affected in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or way whatsoever by any Mortgagee such proceeding or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenanttermination. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This 9.1 Subject to the provisions of Section 9.4, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 9.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3 If a Mortgagee or Superior Lessor or any designee or nominee 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, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall offset that previously may have theretofore accrued to or be claimed by Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such modification or prepayment shall have been expressly approved in writing Writing by such Mortgagee or Superior Lessor. Section 8.4 9.4 Notwithstanding the foregoing provisions of this Article 9, as a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to any Mortgages or Superior Leases, Landlord shall obtain from each Mortgagee and Superior Lessor an agreement, in recordable form and in the standard form customarily employed by such Mortgagee or Superior Lessor, pursuant to which such Mortgagee or Superior Lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which such Mortgagee or Superior Lessor may take to foreclose any such Mortgage or Superior Lease, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in Section 9.3 (any such agreement, a “Non-Disturbance Agreement”). Tenant agrees to execute, acknowledge and deliver to Landlord any such Non-Disturbance Agreement promptly after delivery by Landlord or any Mortgagee or Superior Lessor. Section 9.5 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) daysBusiness Days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any the security deposit deposit, if any, held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication communications under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 9.5 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This 9.1 Subject to the provisions of Section 9.4, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 9.1 shall be self-self- operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 9.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Superior Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Superior Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. Section 8.3 9.3 If a Mortgagee or Superior Lessor shall succeed to the rights and obligations of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights and obligations (“"Successor Landlord”") and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offsetoffset which may previously have accrued to or be claimed by Tenant against Landlord, not except for any offset which is expressly provided for in permitted under this Lease, and which shall have theretofore accrued prior to Tenant against Landlordthe date of such attornment; or (c) be bound by any previous modification of this Lease entered into after the date of such Successor Landlord's Mortgage or Superior Lease, as applicable, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.19.1, as a condition to Tenant's agreement hereunder to subordinate Tenant's interest in this Lease to any Mortgages or Superior Leases, Landlord agrees shall deliver to use commercially reasonable efforts to obtain Tenant for Tenant its execution and acknowledgment a subordination, nonNon-disturbance and attornment agreement Disturbance Agreement from all existing and future Mortgagees the holder of each Mortgage and Superior LessorsLease, in provided, however, that with respect to the standard form customarily employed by such Mortgagee or Existing Superior LessorLease (defined below) only, provided that Landlord Tenant shall have no liability to Tenant in the event that it is unable to obtain any Minimum Net Worth (defined below) at the time such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.Non

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative Leases (including the Ground Lease), and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee or Governmental Authority may reasonably request to evidence such subordination. This Lease is subject to the rights of The City of New York pursuant to the Project Agreement. (b) Landlord shall use reasonable efforts at its expense to obtain, and if obtained, deliver to the landlord under the Ground Lease, within thirty (30) days after each of the Commencement Date and each Renewal Term Commencement Date, a certificate from an independent real estate appraiser who is a member of the American Institute of Real Estate Appraisers or any similar organization reasonably satisfactory to the landlord under the Ground Lease, certifying, in the opinion of the appraiser, that the rent and other monies payable by Tenant throughout the Term, after taking into account any escalations, renewal rent, credits, offsets or deductions, as well as any services, ordinary and extraordinary, to which Tenant may be entitled thereunder, any work to be performed by or for Tenant, and any other items which, in such appraiser’s reasonable judgment, are pertinent, constitutes not less than a fair rental value for the space demised hereunder as of the date of the certification. This Section 8.2 9.1(b) is made to be in compliance with Section 10.6 of the Ground Lease. (a) In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease (other than pursuant to Section 12.1, 13.1 or 13.2), or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to give each Mortgagee and Superior Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless notice of such act or omission. If Landlord fails to cure such act or omission shall be one which is not capable of being remedied by Landlord or within the time provided for in this Lease, then each such Mortgagee or Superior Lessor shall have an additional sixty (60) days after receipt of such notice within a reasonable period of time, until a reasonable period for remedying which to cure such act or omission shall have elapsed following the giving of or if such notice and following the act or omission cannot be cured within that time, then such additional time when as may be necessary if, within such sixty (60) day period, any such Mortgagee or Superior Lessor shall have become entitled under has notified Tenant of its intention to cure such Mortgage act or Superior Leaseomission and has commenced and is diligently pursuing the remedies necessary to cure such default (including, as the case may bewithout limitation, commencement of foreclosure proceedings or eviction proceedings, if necessary to remedy the same (which reasonable effect such cure), provided that such additional period shall in no event exceed one hundred eighty (180) days, in which event this Lease shall not be less than the period to which Landlord would be entitled terminated and Tenant shall not exercise any other rights or remedies under this Lease or otherwise, after similar notice, to effect otherwise while such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omissionremedies are being so diligently pursued. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.29.2, such cure periods shall run concurrently, not consecutively. (b) Tenant shall not withhold its consent to any reasonably requested modifications to this Lease, upon request of a Mortgagee, provided that such Lease modification shall not decrease Landlord’s obligations under this Lease (except to a de minimis extent), decrease Tenant’s rights under this Lease (except to a de minimis extent), or increase Tenant’s (i) non-monetary obligations under this Lease (except to a de minimis extent) or (ii) monetary obligations under this Lease (to any extent). Section 8.3 If 9.3 Subject to the provisions of Section 9.4, if a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment attornment, except that that, subject to the terms of any Non-Disturbance Agreement, Successor Landlord (unless such Successor Landlord shall be an Affiliate of Landlord) shall not: (ai) be liable for any previous act or omission of Landlord under this LeaseLease (it being understood that the foregoing is not intended to relieve Successor Landlord of any liability arising by reason of its acts or omissions, or on account of any continuing defaults, from and after the date it succeeds to the interests of Landlord); (bii) except to the extent otherwise set forth in the applicable Non-Disturbance Agreement in effect with such Successor Landlord or to which Tenant is entitled under Section 9.4 hereof, be subject to any offset, not expressly provided for in this Lease, offset or defenses that Tenant may have against Landlord which shall have theretofore accrued to Tenant against Landlord; or (ciii) be bound by any previous material modification of this LeaseLease entered into after Tenant has been notified of the existence and identity of such Mortgagee or Superior Lessor and of its address for notices, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rentFixed Rent, unless such material modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor; (iv) be bound by any obligation to perform any work or to make improvements to the Premises; or (v) in the case of any Non-Disturbance Agreement provided under the Ground Lease, subject to the terms of such Non-Disturbance Agreement, be liable for any obligations or liabilities specifically excluded by Section 10.6 of the Ground Lease. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party 9.4 (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee For purposes of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord following terms shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.following meanings:

SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES. Section 8.1 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 8.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Lessor or Mortgagee may reasonably request to evidence such subordination. Section 8.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to each Mortgagee and Lessor whose name and address shall previously have been furnished to Tenant in writing, and (b) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee or Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee or Lessor shall have become entitled under such Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Mortgagee or Lessor shall with due diligence give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 8.2, such cure periods shall run concurrently, not consecutively. Section 8.3 If a Mortgagee or Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (“"Successor Landlord”") and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not: (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord; or (c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s fixed rent's Fixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Lessor. Section 8.4 Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ ' prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of any security deposit held by Landlord, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, (h) stating the Commencement Date and the Expiration Date, and (i) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 8.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s 's interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant. Section 8.5 Without limitation of the provisions of Section 8.1, Landlord agrees to use commercially reasonable efforts to obtain for Tenant a subordination, non-disturbance and attornment agreement from all existing and future Mortgagees and Superior Lessors, in the standard form customarily employed by such Mortgagee or Superior Lessor, provided that Landlord shall have no liability to Tenant in the event that it is unable to obtain any such agreements. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s reasonable out-of-pocket costs, including reasonable attorney’s fees and disbursements, incurred in connection with such efforts.