Common use of SUBORDINATION; ATTORNMENT; ESTOPPEL Clause in Contracts

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 This Lease is and shall be subject and subordinate in all respects to all bona fide institutional mortgages which may now or hereafter affect the Property, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements, and extensions of such mortgages irrespective of the date of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any instrument that Landlord or the holder of any such mortgage or any of their respective successors in interest may request to evidence such subordination, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from the holder of any superior mortgage; provided, however, (1) Landlord (i) shall not be required to incur any costs or liabilities in connection therewith and (ii) shall not have any liability to Tenant if Landlord shall fail to procure such agreement; and (2) this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 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 Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the 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 the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord; or (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, stating such other information concerning this Lease and Txxxxx’s tenancy as Landlord reasonably shall request, and stating whether or not there exists any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement shall be submitted in writing under oath by a person or persons having knowledge of the statements made therein, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request therefore.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 If the Premises are at any time subject to a ground lease, underlying lease or mortgage, and if TENANT has received written notice of same from the landlord thereunder or the holder thereof, as the case may be (each of said landlords and mortgage holders being referred to hereinafter as a "LANDLORD's Mortgagee"), in any instance in which TENANT gives notice to LANDLORD alleging default by LANDLORD hereunder, TENANT will also simultaneously give a copy of such notice to each LANDLORD's Mortgagee, and each LANDLORD's Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to LANDLORD hereunder, plus an additional period of forty-five (45) days, and TENANT shall accept such curative or remedial action (if any) taken by LANDLORD's Mortgagee with the same effect as if such action had been taken by LANDLORD. This Lease is and shall be subject and subordinate in all respects prior to all bona fide institutional mortgages which may now or hereafter affect the Property, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements, and extensions of such mortgages irrespective of any encumbrance recorded after the date of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthis Lease affecting the Building, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any instrument that Landlord or the holder of any such mortgage or any of their respective successors in interest may request to evidence such subordinationother improvements, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf land of Tenant, should Tenant refuse or fail to do so promptly after requestwhich the Demised Premises are a part. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from the holder of any superior mortgage; providedIf, however, (1) Landlord (i) a lender requires that this Lease shall be subordinate to any encumbrance, this Lease shall be subordinate to such encumbrance, if LANDLORD first obtains from the lender a written agreement that provides substantially the following: "As long as TENANT is not be required to incur any costs in default under this Lease no foreclosure of, deed given in lieu of foreclosure of, or liabilities in connection therewith sale under the encumbrance, and (ii) no steps or procedures taken under the encumbrance, shall not have any liability to Tenant if Landlord shall fail to procure such agreement; and (2) affect TENANT's rights under this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 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 Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue remain in full force and effect asfor the full Term thereof". TENANT shall deliver to LANDLORD or to its mortgagee, auditors or prospective purchaser, or as if it werethe owner of the fee, when requested by LANDLORD, a direct lease between certificate stating the successor-landlord and Tenant upon all main provisions of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment, except that the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord; or (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request certifying effect that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, stating such other information concerning this Lease and Txxxxx’s tenancy as Landlord reasonably shall requestthat LANDLORD is not in default therein, and stating whether or not there exists specifically any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each exceptions thereto. Failure to give such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement a certificate within fifteen (15) days after written request shall be submitted conclusive evidence that the Lease is in writing under oath by a person or persons having knowledge of the statements made therein, full force and Txxxxx hereby irrevocably appoints Landlord its attorney effect and LANDLORD is not in fact default and TENANT shall be estopped from asserting any defaults known to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforeTENANT at that time.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 If the Premises are at any time subject to a ground lease, underlying lease or mortgage, and if TENANT has received written notice of same from the landlord thereunder or the holder thereof, as the case may be (each of said landlords and mortgage holders being referred to hereinafter as a "LANDLORD's Mortgagee"), in any instance in which TENANT gives notice to LANDLORD alleging default by LANDLORD hereunder, TENANT will also simultaneously give a copy of such notice to each LANDLORD's Mortgagee, and each LANDLORD's Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to LANDLORD hereunder, plus an additional period of forty-five (45) days, and TENANT shall accept such curative or remedial action (if any) taken by LANDLORD's Mortgagee with the same effect as if such action had been taken by LANDLORD. This Lease is and shall be subject and subordinate in all respects prior to all bona fide institutional mortgages which may now or hereafter affect the Property, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements, and extensions of such mortgages irrespective of any encumbrance recorded after the date of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthis Lease affecting the Building, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any instrument that Landlord or the holder of any such mortgage or any of their respective successors in interest may request to evidence such subordinationother improvements, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf land of Tenant, should Tenant refuse or fail to do so promptly after requestwhich the Demised Premises are a part. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from the holder of any superior mortgage; providedIf, however, (1) Landlord (i) a lender requires that this Lease shall not be required subordinate to incur any costs or liabilities in connection therewith and (ii) encumbrance, this Lease shall not have any liability be subordinate to Tenant such encumbrance, if Landlord first obtains from the lender a written agreement that provides substantially the following: "As long as Tenant is not in default under this Lease no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall fail to procure such agreement; and (2) affect Tenant's rights under this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 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 Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue remain in full force and effect asfor the full Term thereof". TENANT shall deliver to LANDLORD or to its mortgagee, auditors or prospective purchaser, or as if it werethe owner of the fee, when requested by LANDLORD, a direct lease between certificate stating the successor-landlord and Tenant upon all main provisions of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment, except that the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord; or (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request certifying effect that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, stating such other information concerning this Lease and Txxxxx’s tenancy as Landlord reasonably shall requestthat LANDLORD is not in default therein, and stating whether or not there exists specifically any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each exceptions thereto. Failure to give such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement a certificate within fifteen (15) days after written request shall be submitted conclusive evidence that the Lease is in writing under oath by a person or persons having knowledge of full force and effect the statements made therein, LANDLORD is not in default and Txxxxx hereby irrevocably appoints Landlord its attorney in fact TENANT shall be estopped from asserting any defaults known to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforeTENANT at the time.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 If the Premises are at any time subject to a ground lease, underlying lease or mortgage, and if TENANT has received written notice of same from the landlord thereunder or the holder thereof, as the case may be (each of said landlord's and mortgage holders being referred to hereinafter as a "LANDLORD's Mortgagee"), in any instance in which TENANT gives notice to LANDLORD alleging default by LANDLORD hereunder, TENANT will also simultaneously give a copy of such notice to each LANDLORD's Mortgagee, and each LANDLORD's Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to LANDLORD hereunder, plus an additional period of forty-five (45) days, and TENANT shall accept such curative or remedial action (if any) taken by LANDLORD's Mortgagee with the same effect as if such action had been taken by LANDLORD. This Lease is and shall be subject and subordinate in all respects prior to all bona fide institutional mortgages which may now or hereafter affect the Property, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, replacements, and extensions of such mortgages irrespective of any encumbrance recorded after the date of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthis Lease affecting the Building, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any instrument that Landlord or the holder of any such mortgage or any of their respective successors in interest may request to evidence such subordinationother improvements, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf land of Tenant, should Tenant refuse or fail to do so promptly after requestwhich the Demised Premises are a part. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from the holder of any superior mortgage; providedIf, however, (1) Landlord (i) a lender requires that this Lease shall not be required subordinate to incur any costs or liabilities in connection therewith and (ii) encumbrance, this Lease shall not have any liability be subordinate to Tenant such encumbrance, if Landlord first obtains from the lender a written agreement that provides substantially the following: "As long as Tenant is not in default under this Lease no foreclose of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall fail to procure such agreement; and (2) affect Tenant's rights under this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 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 Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue remain in full force and effect asfor the full Term thereof." As of the date hereof, the current mortgagee is Citicorp Real Estate, Inc. Unless otherwise notified by mortgagee, any and all such notices described under this Paragraph shall be sent to: Citicorp, Real Estate, Inc., 400 Perimeter Center Terrace, N.E., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. XXXXXX xxxxx xxxxxxx xx XXNDLORD or to its mortgagee, auditors or prospective purchaser, or as if it werethe owner of the fee, when requested by LANDLORD, a direct lease between certificate stating the successor-landlord and Tenant upon all main provisions of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment, except that the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord; or (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request certifying effect that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, stating such other information concerning this Lease and Txxxxx’s tenancy as Landlord reasonably shall requestLANDLORD is not in default therein, and stating whether or not there exists specifically any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each exceptions thereto. Failure to give such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement a certificate within fifteen (15) days after written request shall be submitted conclusive evidence that the Lease is in writing under oath by a person or persons having knowledge of the statements made therein, full force and Txxxxx hereby irrevocably appoints Landlord its attorney effect and LANDLORD is not in fact default and TENANT shall be estopped from asserting any defaults known to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforeTENANT at that time.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 15.1 This Lease is and shall be subject and subordinate in all respects to all bona fide institutional mortgages which may any deed of trust, mortgage, or other security instrument (a "Mortgage"), or any ground lease, master lease, or primary lease (a "Primary Lease"), that now or hereafter affect covers all or any part of the PropertyPremises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"), to each and every advance made or hereafter to be made under such mortgages, and to all renewals, including any modifications, consolidations, replacements, and renewals or extensions of such mortgages irrespective Mortgage or Primary Lease. Notwithstanding the foregoing, Xxxxxx agrees that any such Landlord's Mortgagee shall have the right at any time to subordinate such Mortgage or Primary Lease to this Lease on such terms and subject to such conditions as Landlord's Mortgagee may deem appropriate in its discretion. Xxxxxx agrees upon demand to execute such further instruments subordinating this Lease or attorning to the Landlord's Mortgagee as Landlord may request. In the event that Xxxxxx should fail to execute any subordination or other agreement required by this paragraph, promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney in fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest. 15.2 Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. 15.3 Tenant shall not seek to enforce any remedy it may have for any default on the part of the date of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationLandlord without first giving written notice by certified mail, Txxxxx agreesreturn receipt requested, without payment to Tenant of any consideration thereforspecifying the default in reasonable detail, to promptly (but in any eventLandlord's Mortgagee whose address has been given to Tenant, and affording such Xxxxxxxx's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. 15.4 Tenant agrees that, within ten (10) days of request) written request by Xxxxxxxx, it will execute and deliver any instrument that Landlord or the holder of any to such mortgage or any of their respective successors in interest may request to evidence such subordination, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from the holder of any superior mortgage; provided, however, (1) Landlord (i) shall not be required to incur any costs or liabilities in connection therewith and (ii) shall not have any liability to Tenant if persons as Landlord shall fail to procure such agreement; and (2) this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 9.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of request a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant statement in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after request. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the 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 the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord; or (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modificationsso modified), stating the dates to which the Rent has rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other information concerning this Lease and Txxxxx’s tenancy matters as Landlord shall reasonably shall request, and stating whether or not there exists any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement shall be submitted in writing under oath by a person or persons having knowledge of the statements made therein, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforerequire.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 (a) This Lease is and shall be subject and subordinate in all respects to all bona fide institutional mortgages which may any deed of trust, mortgage or other security instrument (a “Mortgage”) that now or hereafter affect covers all or any part of the PropertyPremises (the mortgagee under any Mortgage is referred to as “Landlord’s Mortgagee”), to each and every advance made or hereafter to be made under such mortgages, and to all renewals, including any modifications, consolidations, replacements, and renewals or extensions of such mortgages irrespective Mortgage. Notwithstanding the foregoing, Xxxxxx agrees that any such Landlord’s Mortgagee shall have the right at any time to subordinate a Mortgage to this Lease on such terms and subject to such conditions as Landlord’s Mortgagee may deem reasonably appropriate in its reasonable, sole discretion. Xxxxxx agrees to execute such further instruments subordinating this Lease or attorning to the Landlord’s Mortgagee within ten days of Landlord’s request, provided such instruments contain a provision that, absent default (beyond any applicable cure period) by Tenant under this Lease, Xxxxxx's use and occupancy of the date Premises under this Lease will not be disturbed by such entity. (b) As of recording thereof. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordinationthe Commencement Date, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any instrument Landlord represents that Landlord or the only the holder of mortgages, ground or underlying leases and security instruments is: Employees’ Retirement Plan of Consolidated Electrical Distributors, Inc. Attn: Xxxxx X. Xxxxxx 0000 Xxxxxx Xxxx, Xxxxx 000 Carrollton, Texas 75006 (“Existing Lender”) and Tenant shall be entitled to rely on such representation until such time as Landlord shall have notified and informed Xxxxxx in writing of any such mortgage or any of their respective successors in interest may request to evidence such subordinationchange thereto, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact thereafter Tenant shall be entitled to execute such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. The mortgages to which this Lease is, at the time referred to, subject and subordinate shall sometimes be collectively called “superior mortgages”. Landlord shall, rely upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory latest information regarding such names and addresses that has been provided to Tenant in its reasonable opinion, from the holder of any superior mortgage; provided, however, by Landlord. (1c) Landlord (i) shall not be required to incur any costs or liabilities in connection therewith and (ii) shall not have any liability to Tenant if Landlord shall fail to procure such agreement; and (2) this Lease and the obligations of Tenant shall not be affected should Landlord fail attorn to procure such agreement despite such good faith efforts. 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 Lease, or to claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission to the holder of each superior mortgage whose name and address shall previously have been furnished to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise and shall execute such instruments confirming the attornment as such party may reasonably request, provided such instruments contain a provision that, absent default (herein sometimes called successor-landlordbeyond any applicable cure period) by Tenant under this Lease, Xxxxxx's use and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord occupancy of the Premises under this Lease and will not be disturbed by such entity. (d) Tenant shall promptlynot seek to enforce any remedy it may have for any default on the part of the Landlord without first giving written notice by certified mail, without payment return receipt requested, specifying the default in reasonable detail, to Tenant of any consideration therefor, execute and deliver any instrument that such successor-landlord may request Landlord’s Mortgagee whose address has been given to evidence such attornment. Tenant hereby irrevocably appoints Landlord or the successor-landlord the attorney-in-fact of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse and affording such Xxxxxxxx’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. (e) Xxxxxx agrees that, within ten days of request by Xxxxxxxx, from time to time, it will execute one or fail to do so promptly after request. Upon such attornment, this Lease shall continue in full force and effect as, or as if it weremore customary tenant estoppel certificates, a direct lease between the 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 the successor-landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission of Landlord; (iii) be subject to any prior defenses or offsets; (iv) be bound by any modification of this Lease not expressly provided for in this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason copy of which is attached hereto as Exhibit “H.” (f) Notwithstanding the successor landlord foregoing, Landlord shall have succeeded use its best efforts to furnish to Tenant, a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in recordable form from the rights of Landlord; or Existing Lender (v) be liable for the performance of Landlord’s covenants and agreements contained in this Lease to which SNDA shall contain a provision that, absent default [beyond any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to applicable cure period] by Tenant under this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment to Tenant of any consideration for consent thereto), increase in any material manner the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s Xxxxxx's use and enjoyment occupancy of the Premises. 9.5 Tenant agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute and deliver any statement that Landlord or the holder of any such mortgage or any of their respective successors in interest may request certifying that Premises under this Lease is unmodified and will not be disturbed by the Existing Lender). Further, Landlord shall use its best efforts to furnish to Tenant, after the execution of new loans to lenders or of other instruments that encumber the Premises, Building or Land after the Effective Date, SNDAs in full force and effect (recordable form from each of such lenders or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Rent has been paid, stating holders or beneficiaries of such other information concerning this Lease instruments, in commercially reasonable form and Txxxxx’s tenancy as Landlord reasonably shall request, and stating whether or not there exists any default in the performance by Landlord of any term, covenant or condition contained in this Lease and, if so, specifying each such default, it being intended that any such statement delivered pursuant to this Section 9.5 may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Property or any purchaser or prospective purchaser of the Property. When so requested by Lxxxxxxx, such statement shall be submitted in writing under oath by a person or persons having knowledge of the statements made therein, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such statement on behalf of Txxxxx, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforecontent.

SUBORDINATION; ATTORNMENT; ESTOPPEL. 9.1 This A. Subject to Section 10F below, this Lease is and Tenant’s rights hereunder are and shall be subject and subordinate in to any and all respects master, ground, or underlying leases of the real property of which the Demised Premises are a part (“Superior Leases”) and to all bona fide institutional mortgages mortgages, building loan agreements, leasehold mortgages, spreader and consolidation agreements and other similar documents and instruments, which may now or hereafter affect such leases or the Propertyreal property of which the Demised Premises form a part (“Superior Mortgages” and, to each and every advance made or hereafter to be made under such mortgagestogether with the “Superior Leases” hereinafter referred to, collectively, as “Superior Interests”) and to all renewals, modifications, spreaders, consolidations, replacements, extensions, assignments, and extensions of such mortgages irrespective of the date of recording thereofrefinancings thereof and to all advances made or hereafter made thereunder. This Section 9.1 Article shall be self-operative and no further instrument of subordination shall be requirednecessary to give effect to the provisions hereof. In The foregoing notwithstanding, in confirmation of such subordination, Txxxxx agrees, without payment to Tenant of any consideration therefor, to promptly (but in any event, shall within ten (10) days of request) after written request execute and deliver any instrument in recordable form, reasonably acceptable to Tenant that Landlord or the holder of any Superior Interest may request. B. Any holder of a Superior Interest may elect that this Lease shall have priority over such mortgage or any Superior Interest and, upon notification by such holder of their respective successors in interest may request a Superior Interest to evidence such subordination, and Txxxxx hereby irrevocably appoints Landlord its attorney in fact to execute such instrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request. The mortgages to which this Lease isshall be deemed to have priority over such Superior Interest, at whether this Lease is dated prior to or subsequent to the time referred todate of such Superior Interest. In the event that Superior Lease expires without renewal or is terminated, subject and subordinate shall sometimes be collectively called “superior mortgages”. or if the interests of Landlord shallunder this Lease are transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any Superior Mortgage, upon the request of Tenant, use its good faith efforts to obtain a non-disturbance agreement, in a form satisfactory to Tenant in its reasonable opinion, from or if the holder of any superior mortgageSuperior Mortgage acquires a lease in substitution therefor, or if the holder of any Superior Interest shall otherwise succeed to Landlord’s estate in this Lease or the Building, or the rights of Landlord under this Lease, then Tenant will, notwithstanding anything to the contrary in Section 10A above, at the option of the lessor under any such Superior Lease, the holder of any other Superior Interest or such purchaser, assignee or lessee, as the case may be, to be exercised in writing, (i) attorn to it and perform for its benefit all the terms, covenants and conditions of this Lease on the Tenant’s part to be performed with the same force and effect as if said lessor, mortgagee or such purchaser, assignee or lessee, were the landlord originally named in this Lease, or (ii) enter into a new lease with said lessor, mortgagee or such purchaser, assignee or lessee, as landlord, for the remaining Term and otherwise on the same terms, conditions and rentals as herein provided. The foregoing provisions shall inure to the benefit of any such successor landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Interest, shall be self-operative upon any such request and no further instrument shall be required to give effect to said provisions; provided, however, (1) Landlord (i) shall not be required to incur any costs or liabilities in connection therewith and (ii) shall not have any liability to Tenant if Landlord shall fail to procure such agreement; and (2) this Lease and the obligations of Tenant shall not be affected should Landlord fail to procure such agreement despite such good faith efforts. 9.2 In the event that upon request 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 evictionsuch successor landlord, Tenant shall not exercise such right: (i) until it has given written notice of such act or omission promptly execute and deliver, from time to the holder of each superior mortgage whose name and address shall previously have been furnished time, any instrument reasonably acceptable to Tenant in writing and (ii) if such act or omission shall be one which may be capable of being remedied by Landlord or such mortgage holder within thirty (30) days, until a thirty (30) day period for remedying such act or omission shall have elapsed following the giving of such notice), provided such holder shall with reasonable diligence give Tenant written notice of intention to, and commence and continue to, remedy such act or omission. The cure period shall be extended as reasonably necessary provided the holder has commenced and is diligently pursuing the curing of the act or omission giving Tenant the right to cancel or terminate the Lease or claim a partial or total eviction. 9.3 If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor-landlord) and upon such successor-landlord’s written agreement to accept Txxxxx’s attornment, Tenant shall attorn to and recognize such successor-landlord as Txxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of recordable form that any consideration therefor, execute and deliver any instrument that such successor-successor landlord may reasonably request to evidence and confirm the foregoing provisions of this Section 10B, in form and content reasonably satisfactory to each such attornment. Tenant hereby irrevocably appoints Landlord or successor landlord, acknowledging such attornment and setting forth the successor-landlord the attorney-in-fact terms and conditions of Tenant to execute and deliver such instrument on behalf of Tenant, should Txxxxx refuse or fail to do so promptly after requestits tenancy. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor-such successor landlord and Tenant upon all of the terms, conditions, and covenants as are set forth in then executory terms of this Lease and shall be applicable after such attornment, except that the successor-such successor landlord shall notnot be: (ia) be obligated to repair, restore, replace, or rebuild the Property, in case of total or substantially total damage or destruction, beyond such repair, restoration or rebuilding as can reasonably be accomplished with the net proceeds of insurance actually received by, or made available to, the successor-landlord; (ii) be liable for any previous act or omission or negligence of any prior landlord under this Lease (including, without limitation, Landlord), unless such act or omission is continuing; (iiib) be subject to any counterclaim, demand, defense, deficiency, credit or offset which Tenant might have against any prior defenses or offsets; (iv) be bound by any modification of landlord under this Lease not (including, without limitation, Landlord), except such rights expressly provided for in this Lease or Lease; (c) bound by any previous prepayment modification, amendment, cancellation or surrender of more than one month’s rentthis Lease, unless such modification or prepayment modification, cancellation, surrender shall have been expressly approved in writing by the holder successor landlord; (d) bound by any payment of Rental made by Tenant to a prior landlord (including, without limitation, the then defaulting landlord) more than thirty (30) days in advance of the superior mortgage through date such payment is due (other than any Tax Payment that Tenant pays in advance pursuant to Article 41 hereof) except to the extent that such successor landlord actually receives payment thereof; (e) bound by any security deposit, letter of credit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord under this Lease (including, without limitation, Landlord), unless such payments have been received by reason of which the successor landlord shall have succeeded to the rights of Landlordlandlord; or (vf) be liable bound by any agreement of any landlord under this Lease (including, without limitation, Landlord) with respect to the completion of any improvements affecting the Demised Premises, the Building, the land or any part thereof or for the performance of Landlord’s covenants and agreements contained in this Lease to any extent other than to the successor landlord’s ownership in the Property, and no other property of such successor-landlord shall be subject to levy, attachment, execution payment or other enforcement procedure for the satisfaction of Txxxxx’s remedies. 9.4 In the event that a bona fide institutional lender shall request reasonable modifications to this Lease, then Tenant shall not unreasonably withhold or delay its written consent to such modifications provided that the same do not (and Tenant shall not demand the payment reimbursement to Tenant of any consideration for consent thereto), increase in any material manner contribution to the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment cost of the Premisescompletion of any such improvements. 9.5 Tenant agreesC. From time to time, without payment Tenant, on twenty (20) days’ prior written request by Landlord, time being of the essence, will deliver to Tenant of any consideration therefor, to promptly (but in any event, within ten (10) days of request) execute Landlord and deliver any statement that Landlord or the holder of any such mortgage Superior Interest a statement in writing (on which any person to whom it is addressed or any of their respective successors in interest certified may request rely), duly executed, acknowledged, and delivered, certifying (i) that this Lease is unmodified and is in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating identifying the modifications), stating (ii) the dates to which the Rent Rental has been paid, stating such other information concerning the amounts of Fixed Annual Rent and Additional Rent, (iii) the Expiration Date and whether any renewal option exists (and if so, the terms thereof), (iv) whether there are any existing defenses, set-offs, or counterclaims against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and Txxxxx’s tenancy as Landlord reasonably shall requestupon the part of Tenant to be performed or complied with (and, and stating if so, specifying the same), (v) whether any allowance or work is due to Tenant from Landlord, (vi) whether or not there exists any the Landlord is in default in the performance by Landlord of any termcovenant, covenant agreement or condition contained in this Lease and, if so, specifying each such defaultdefault of which Tenant may have knowledge, (vii) whether any event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by Landlord hereunder, and if so, specifying each such event, (viii) whether any bankruptcy case has been commenced with respect to Tenant, and (ix) as to such other information as Landlord and/or the holder of any Superior Interest may request, it being intended that any such statement delivered pursuant to this Section 9.5 may 10C shall be deemed a representation and warranty to be relied upon by Landlord the party requesting the certificate and by others with whom either party may be dealing, regardless of independent investigations. Nothing contained herein will be deemed to impair any mortgagee right, privilege or prospective mortgagee option of the holder of any mortgage affecting Superior Interest. D. If, in connection with obtaining, continuing or renewing financing or refinancing for the Property Building, the land and/or any leasehold estate of Landlord under any Superior Lease, the lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant will not unreasonably withhold, condition, delay or defer its consent thereto, provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder (except, to the extent that Tenant may be required to give notices of any purchaser or prospective purchaser defaults by Landlord to such lender with the granting of such additional time for such curing as may be required for such lender to get possession of the Property. When so requested said Building and/or land) or materially and adversely affect the leasehold interest hereby created or the rights of Tenant thereunder. E. If any act or omission by LxxxxxxxLandlord shall give Tenant the right, immediately or after the lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant shall not exercise any such statement right until: (i) it shall have given written notice of such act or omission to each holder of any Superior Interest of which it has written notice, and (ii) a reasonable period for remedying such act or omission shall have elapsed following such notice (which reasonable period shall be submitted in writing equal to the period to which Landlord would be entitled under oath by a person this Lease to effect such remedy, plus an additional twenty (20) day period), provided such holder or persons having knowledge lessor shall, with reasonable diligence, give Tenant notice of its intention to remedy such act or omission and shall commence and continue to act upon such intention. F. Landlord represents to Tenant that, as of the statements made thereindate hereof, (x) there is no Superior Lease, and Txxxxx hereby irrevocably appoints (y) the only Superior Mortgage is held by Lincoln Life & Annuity Company of New York (the “Existing Mortgagee”). As a condition to the effectiveness of this Lease and as a condition to the subordination of this Lease, Landlord its attorney shall obtain a subordination, non-disturbance and attornment agreement (“SNDA”) from the Existing Mortgagee, in fact the form annexed hereto as EXHIBIT H. The subordination of this Lease to execute the holders of any Superior Interests made after the date of this Lease shall be conditioned on Landlord obtaining an SNDA for the benefit of Tenant from such statement on behalf holders of TxxxxxSuperior Interests, should Txxxxx refuse or fail to do so within ten (10) days of written request thereforewhich SNDA shall be in form and content then utilized by such holder.