Common use of SUBORDINATION; MORTGAGES Clause in Contracts

SUBORDINATION; MORTGAGES. 20.1 This Lease is subject and subordinate to the lien of any and all mortgages (which term "mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber the Land or the Building, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV and the renewal right granted under Article XXVI) shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be superior to the lien of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereof. 20.2 In confirmation of the foregoing subordination, Tenant shall, at Landlord's request, promptly execute and deliver any requisite or appropriate certificate or other document evidencing such subordination. Provided the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution of any suit, action or other proceeding by the holder of any mortgage on the Land or the Building to realize upon such mortgage holder's interest in the Land or the Building, nor any sale of the Land or the Building pursuant to the provisions of the mortgage in favor of such mortgage holder, shall, by operation of law or otherwise, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale and shall recognize such purchaser as the landlord under this Lease. Tenant further agrees that for the purposes of this Section 20.2, the term "purchaser" or "purchaser at a foreclosure sale" shall mean, without limitation, a purchaser at a foreclosure sale affecting the Land or the Building or the holder of any mortgage on the Land or the Building. Tenant agrees that upon such attornment, such purchaser shall not (a) be bound by any rent credits or payments of annual base rent or additional rent for more than one (1) month in advance, (b) be bound by any amendment of this Lease made without the consent of any lender providing financing for the Building, (c) be liable for damages for any act or omission of any prior landlord; or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments confirming its attornment.

SUBORDINATION; MORTGAGES. 20.1 This Lease is subject and subordinate to the lien of any and all mortgages (which term "mortgagesMORTGAGES" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber the Land or the BuildingPremises, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building Premises a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV and the renewal right granted under Article XXVI) shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease Term by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be superior to the lien of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereof. 20.2 In confirmation of the foregoing subordinationsubordination and non-disturbance provisions and subject to the provisions of Section 20.1 above, Tenant shall, at Landlord's requestwithin fifteen (15) days of its receipt of a request therefor, promptly execute and deliver any requisite or reasonable and appropriate certificate or other document evidencing such subordination. Provided the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution of any suit, action or other proceeding by the holder of any mortgage on the Land or the Building Premises to realize upon such mortgage holder's interest in the Land or the BuildingPremises, nor any sale of the Land or the Building Premises pursuant to the provisions of the mortgage in favor of such mortgage holder, shall, by operation of law or otherwise, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale and shall recognize such purchaser as the landlord under this Lease. Tenant further agrees that for the purposes of this Section 20.2, the term "purchaserPURCHASER" or "purchaser at a foreclosure sale" shall mean, without limitation, a purchaser at a foreclosure sale affecting the Land or the Building or the holder of any mortgage on the Land or the Building. Tenant agrees that upon such attornment, such purchaser shall not (a) be bound by any rent credits or payments of annual base rent or additional rent for more than one (1) month in advance, (b) be bound by any amendment of this Lease made without the consent of any lender providing financing for the Building, (c) be liable for damages for any act or omission of any prior landlord; or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments confirming its attornment.PURCHASER AT A FORECLOSURE

SUBORDINATION; MORTGAGES. 20.1 This Lease is subject and subordinate to the lien of any and all mortgages (which term "mortgagesMORTGAGES" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber the Land or the Building, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV and the renewal right granted under Article XXVI) shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be superior to the lien of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereof. 20.2 In confirmation of the foregoing subordination, Tenant shall, at Landlord's request, promptly execute and deliver any requisite or reasonable and appropriate certificate or other document evidencing such subordination. Provided the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution of any suit, action or other proceeding by the holder of any mortgage on the Land or the Building to realize upon such mortgage holder's interest in the Land or the Building, nor any sale of the Land or the Building pursuant to the provisions of the mortgage in favor of such mortgage holder, shall, by operation of law or otherwise, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale and shall recognize such purchaser as the landlord under this Lease. Tenant further agrees that for the purposes of this Section 20.2, the term "purchaserPURCHASER" or "purchaser at a foreclosure salePURCHASER AT A FORECLOSURE SALE" shall mean, without limitation, a purchaser at a foreclosure sale affecting the Land or the Building or the holder of any mortgage on the Land or the Building. Tenant agrees that upon such attornment, such purchaser shall not (a) be bound by any rent credits or payments of annual base rent or additional rent Annual Base Rent for more than one (1) month in advance, (b) be bound by any amendment of this Lease made without the consent of any lender providing financing for the BuildingBuilding of which Tenant has notice prior to entering into the amendment (other than an amendment confirming the exercise of a right of Tenant under this Lease, including, but not limited to, an adjustment to the Land Rent or an increase in the Improvements Rent payable hereunder, pursuant to Section 3.7 hereof), (c) be liable for damages for any act or omission of any prior landlord; or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments confirming its attornment.

SUBORDINATION; MORTGAGES. 20.1 This Subject to the terms and provisions of Section 20.3 below, this Lease is subject and subordinate to the lien lien, provisions, operation and effect of any and all mortgages (which term "mortgages" shall include both construction and permanent financing and shall include , deeds of trust and similar trust, ground leases or other security instruments) instruments which may now or hereafter encumber any portion of the Building and/or the Land or the Building(collectively, “Mortgages”), to all funds and indebtedness intended to be secured thereby, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that . Said subordination and the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions provisions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV Section shall be self operative and the renewal right granted under Article XXVI) no further instrument of subordination shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease required by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trustMortgage. At any time after the execution of this Lease, the The holder of any mortgage Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien lien, provisions, operation and effect of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereofMortgage. 20.2 In confirmation of the foregoing subordination, Tenant shall, at Landlord's request, promptly execute and deliver any requisite or appropriate certificate or other document evidencing confirming such subordination. Provided Tenant waives the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution provisions of any suitstatute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant's obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Building, action or other proceeding by the holder of any mortgage on the Land or the Building to realize upon such mortgage holderLandlord's interest in the Land or the Building, nor any sale of the Land or the Building pursuant to the provisions of the mortgage in favor of such mortgage holder, shalltherein is transferred by foreclosure, by operation deed in lieu of law foreclosure or otherwise. At the request of any transferee and assumption of Landlord's obligations as required hereby, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale transferee and shall recognize such purchaser transferee as the landlord under this Lease. Within ten (10) days after the request of such transferee, Tenant further agrees that for shall execute acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 20.3 Notwithstanding anything to the purposes of this Section 20.2contrary contained herein, the term "purchaser" or "purchaser at a foreclosure sale" effectiveness of any subordination by Tenant to any Mortgage as provided herein above shall mean, without limitation, a purchaser at a foreclosure sale affecting be subject to the Land or the Building or condition that Landlord obtain from the holder of any mortgage on the Land or the Building. Tenant agrees such Mortgage a non-disturbance agreement, in form reasonably acceptable to Tenant, that upon such attornment, such purchaser shall not provides that so long as: (a) be bound by Tenant is not in default under this Lease beyond any rent credits or payments of annual base rent or additional rent for more than one (1) month in advance, applicable notice and cure period; and (b) be bound by any amendment of this Lease made without Tenant agrees to attorn to the consent holder of any lender providing financing for the Building, (c) be liable for damages for any act such Mortgage or omission of any prior landlord; or (d) be subject to any offsets transferee in connection with any foreclosure, or defenses which Tenant might have against any prior landlord; providedsale or transfer in lieu thereof, however, that after succeeding to Landlord's interest and recognize such party as landlord under this Lease, such purchaser as provided in Section 20.2 above, then, in the event of any foreclosure, or sale or transfer in lieu thereof, this Lease shall perform remain in accordance full force and effect and Tenant's use and possession of the Premises as provided herein shall not be disturbed. Landlord represents to Tenant that, as of the Effective Date, TD Bank, National Association as Agent for itself and certain other lenders (collectively, the “Lender”) has made a loan to Landlord that is secured by the lien of a Mortgage encumbering the Land and all improvements thereon, including the Building (the “Existing Mortgage”), and that no Mortgage other than the Existing Mortgage is a lien thereon. Prior to or concurrent with the terms Effective Date, Landlord shall obtain from Lender a subordination, non-disturbance and attornment agreement (a “SNDA”) in a form mutually agreed upon by Lender and Tenant. Landlord acknowledges and agrees that, unless waived by Tenant in its sole and absolute discretion, the effectiveness of this Lease all obligations is conditioned upon the execution and delivery by Lender of Landlord arising a SNDA in a form mutually agreed upon by Lender and Tenant within thirty (30) days after the date Effective Date. [*****]. For avoidance of doubt, Landlord and Tenant acknowledge and agree that, upon full execution and delivery of such purchaser acquires title SNDA, such SNDA shall be promptly recorded among the land records of Loudoun County, Virginia. Furthermore, Landlord shall secure for Tenant a SNDA (recognizing Tenant's rights under this Lease) from the holder of each Mortgage hereafter encumbering the Building and/or the Land on such holder's standard form nondisturbance agreement, subject to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments confirming its attornmentTenant's reasonable approval.

SUBORDINATION; MORTGAGES. 20.1 This Lease is subject and subordinate to the lien of any and all mortgages (which term "“mortgages" ” shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber the Land or and/or the Building, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; , provided, however, that the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or and/or the Building a non-disturbance agreementagreement on such holder’s commercially reasonable form, to the end and intent that as long as Tenant pays all rent when due and punctually materially observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions)Lease, the terms and conditions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV and the renewal right granted under Article XXVI) shall continue in full force and effect and Tenant's ’s rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust. Landlord will deliver to Tenant a non-disturbance agreement in commercially reasonable form from Landlord’s current mortgagee or any ground lessor or lien holder on the Premises for execution by Tenant and such party within sixty (60) days following the Effective Date. The failure of Landlord, Landlord’s current mortgagee, ground lessor or lien holder to execute such non-disturbance agreement within such sixty (60) day period shall give Tenant the right, at its sole option, to terminate this Lease. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be superior to the lien of such mortgage, and Tenant agrees to execute all documents reasonably required by such holder in confirmation thereof. Landlord hereby covenants and warrants that any mortgage that encumbers the Land as of the date of this Lease shall no longer encumber the Land as of the date of that Landlord acquires title to the Land. Landlord will promptly provide Tenant with a true, correct and complete copy of any notice of default delivered to Landlord by the holder of any mortgage. Any non-disturbance agreement provided for in this Section 20.1 shall also run to the benefit of Tenant’s sublessees, licensees and customers. 20.2 In confirmation of the foregoing subordination, Tenant shall, at Landlord's ’s request, promptly execute and deliver any requisite or appropriate certificate or other document evidencing such subordination. Provided the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution of any suit, action or other proceeding by the holder of any mortgage on the Land or the Building to realize upon such mortgage holder's ’s interest in the Land or the Building, nor any sale of the Land or the Building pursuant to the provisions of the mortgage in favor of such mortgage holder, shall, by operation of law or otherwise, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale and shall recognize such purchaser as the landlord under this Lease. Tenant further agrees that for the purposes of this Section 20.2, the term "“purchaser" ” or "“purchaser at a foreclosure sale" ” shall mean, without limitation, a purchaser at a foreclosure sale affecting the Land or the Building or the holder of any mortgage on the Land or the Building. Tenant agrees that upon such attornment, such purchaser shall not (a) be bound by any rent credits or payments of annual base rent Base Rent or additional rent Additional Rent for more than one (1) month in advance, (b) be bound by any amendment of this Lease made without the consent of any lender providing financing for the Building, (c) be liable for damages for any act or omission of any prior landlord; or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord, except to the extent that the act or omission giving rise to such offset or defense shall occur following such attornment; provided, however, that after succeeding to Landlord's ’s interest under this Lease, such purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments in commercially reasonable form confirming its attornment.

SUBORDINATION; MORTGAGES. 20.1 This Subject to the terms and provisions of Section 20.3 below, this Lease is subject and subordinate to the lien lien, provisions, operation and effect of any and all mortgages (which term "mortgages" shall include both construction and permanent financing and shall include , deeds of trust and similar trust, ground leases or other security instruments) instruments which may now or hereafter encumber any portion of the Building, the Office Building and/or the Land or the Building(collectively, “Mortgages”), to all funds and indebtedness intended to be secured thereby, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that . Said subordination and the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions provisions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV Section shall be self operative and the renewal right granted under Article XXVI) no further instrument of subordination shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease required by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trustMortgage. At any time after the execution of this Lease, the The holder of any mortgage Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien lien, provisions, operation and effect of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereofMortgage. 20.2 In confirmation of the foregoing subordination, Tenant shall, at Landlord's ’s request, promptly execute and deliver any requisite or appropriate certificate or other document evidencing confirming such subordination. Provided Tenant waives the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution provisions of any suitstatute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Building, action or other proceeding by the holder of any mortgage on Office Building, the Land or the Building to realize upon such mortgage holder's Landlord’s interest in the Land or the Building, nor any sale of the Land or the Building pursuant to the provisions of the mortgage in favor of such mortgage holder, shalltherein is transferred by foreclosure, by operation deed in lieu of law foreclosure or otherwise. At the request of any transferee and assumption of Landlord’s obligations as required hereby, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale transferee and shall recognize such purchaser transferee as the landlord under this Lease. Within ten (10) days after the request of such transferee, Tenant further agrees that for shall execute acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. 20.3 Notwithstanding anything to the purposes of this Section 20.2contrary contained herein, the term "purchaser" or "purchaser at a foreclosure sale" effectiveness of any subordination by Tenant to any Mortgage as provided herein above shall mean, without limitation, a purchaser at a foreclosure sale affecting be subject to the Land or the Building or condition that Landlord obtain from the holder of any mortgage on the Land or the Building. Tenant agrees such Mortgage a non-disturbance agreement, in form reasonably acceptable to Tenant, that upon such attornment, such purchaser shall not provides: (a) be bound by so long as Tenant is not in default under this Lease beyond any rent credits or payments of annual base rent or additional rent for more than one (1) month in advance, applicable notice and cure period and (b) be bound by any amendment of this Lease made without Tenant agrees to attorn to the consent holder of any lender providing financing for the Building, (c) be liable for damages for any act such Mortgage or omission of any prior landlord; or (d) be subject to any offsets transferee in connection with any foreclosure, or defenses which Tenant might have against any prior landlord; providedsale or transfer in lieu thereof, however, that after succeeding to Landlord's interest and recognize such party as landlord under this Lease, such purchaser as provided in Section 20.2 above, then, in the event of any foreclosure, or sale or transfer in lieu thereof, this Lease shall perform remain in accordance full force and effect and Tenant’s use and possession of the Premises as provided herein shall not be disturbed. Landlord represents to Tenant that, as of the Lease Commencement Date, KeyBank National Association (“Lender”) has made a loan to an affiliate of Landlord that is secured by the lien of a Mortgage encumbering the Land and all improvements thereon, including the Building and the Office Building (the “Existing Mortgage”), and that no Mortgage other than the Existing Mortgage is a lien thereon. Prior to or concurrent with the terms Lease Commencement Date, Landlord shall obtain from Lender a subordination, non-disturbance and attornment agreement (a “SNDA”) in a form set forth on Exhibit G attached hereto and made a part hereof. Landlord acknowledges and agrees that, unless waived by Tenant in its sole and absolute discretion, the effectiveness of this Lease all obligations is conditioned upon the execution and delivery by Lender of Landlord arising a SNDA in the form attached hereto as Exhibit G within thirty (30) days after the date Lease Commencement Date. [*****]. For avoidance of doubt, Landlord and Tenant acknowledge and agree that, upon full execution and delivery of such purchaser acquires title SNDA, such SNDA shall be promptly recorded among the land records of Xxxx County, Illinois. Furthermore, Landlord shall secure for Tenant a SNDA (recognizing Tenant’s rights under this Lease) from the holder of each Mortgage hereafter encumbering the Building and/or the Land on such holder’s standard form nondisturbance agreement, subject to Tenant’s reasonable approval. 21.1 If Tenant (or anyone claiming through Tenant) does not immediately surrender the Premises or any portion thereof upon the expiration or earlier termination of the Lease Term, then, unless otherwise agreed to by the parties hereto in writing, for the first six months of such holdover period, the rent payable by Tenant hereunder shall be increased to equal one hundred fifty percent (150%) of the Base Rent, plus Additional Rent and other sums that would have been payable pursuant to the Buildingprovisions of this Lease if the Lease Term had continued during such holdover period. Upon request If such holdover period is longer than six (6) months, commencing on the first day of the seventh month of the holdover period and for each month of the holdover period thereafter, the rent payable by such purchaser, Tenant shall execute be increased to one hundred seventy-five percent (175%) of the Base Rent, plus Additional Rent and deliver an instrument other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed by Landlord and paid by Tenant on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises have been vacated. Notwithstanding any other provision of this Lease, Landlord’s acceptance of such rent shall not in any manner adversely affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance. In no event shall any holdover be deemed a permitted extension or instruments confirming its attornmentrenewal of the Lease Term, and nothing contained herein shall be construed to constitute Landlord’s consent to any holdover or to give Tenant any right with respect thereto.

SUBORDINATION; MORTGAGES. 20.1 This Lease is subject and subordinate to the lien of any and all mortgages (which term "mortgagesMORTGAGES" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumber the Land or the BuildingPremises, and to all and any renewals, extensions, modifications, recastings or refinancings thereof; provided, however, that the effectiveness of such subordination is subject to the condition that Landlord obtain from any holder of any such mortgage or deed of trust on the Land or the Building Premises a non-disturbance agreement, to the end and intent that as long as Tenant pays all rent when due and punctually observes all other covenants and obligations on its part to be observed under this Lease (subject to applicable notice and cure provisions), the terms and conditions of this Lease (specifically including, but not limited to, the expansion rights granted under Article XXIV and the renewal right granted under Article XXVI) shall continue in full force and effect and Tenant's rights under this Lease and its possession, use and occupancy of the Premises shall not be disturbed during the term of this Lease Term by the holder of such mortgage or deed of trust or by any purchaser upon foreclosure of such mortgage or deed of trust. At any time after the execution of this Lease, the holder of any mortgage to which this Lease is subordinate shall have the right to declare this Lease to be superior to the lien of such mortgage, and Tenant agrees to execute all documents required by such holder in confirmation thereof. 20.2 In confirmation of the foregoing subordinationsubordination and non-disturbance provisions and subject to the provisions of Section 20.1 above, Tenant shall, at Landlord's requestwithin fifteen (15) days of its receipt of a request therefor, promptly execute and deliver any requisite or reasonable and appropriate certificate or other document evidencing such subordination. Provided the holder has granted the required nondisturbance agreement, Tenant agrees that neither the institution of any suit, action or other proceeding by the holder of any mortgage on the Land or the Building Premises to realize upon such mortgage holder's interest in the Land or the BuildingPremises, nor any sale of the Land or the Building Premises pursuant to the provisions of the mortgage in favor of such mortgage holder, shall, by operation of law or otherwise, result in the cancellation or termination of this Lease or of the obligations of Tenant hereunder, and that Tenant shall attorn to the purchaser at such foreclosure sale and shall recognize such purchaser as the landlord under this Lease. Tenant further agrees that for the purposes of this Section 20.2, the term "purchaser" or "purchaser at a foreclosure sale" shall mean, without limitation, a purchaser at a foreclosure sale affecting the Land or the Building or the holder of any mortgage on the Land or the Building. Tenant agrees that upon such attornment, such purchaser shall not (a) be bound by any rent credits or payments of annual base rent or additional rent for more than one (1) month in advance, (b) be bound by any amendment of this Lease made without the consent of any lender providing financing for the Building, (c) be liable for damages for any act or omission of any prior landlord; or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such purchaser shall perform in accordance with the terms of this Lease all obligations of Landlord arising after the date such purchaser acquires title to the Building. Upon request by such purchaser, Tenant shall execute and deliver an instrument or instruments confirming its attornment.operation