Common use of Termination of Ground Lease or Foreclosure of Mortgage Clause in Contracts

Termination of Ground Lease or Foreclosure of Mortgage. Should any ------------------------------------------------------ mortgage on the Project or on any Ground Lease be foreclosed or if any Ground Lease be terminated and this Lease be continued: (1) The liability of the mortgagee, ground lessor or purchaser at such foreclosure sale shall exist only during the time such mortgagee, ground lessor or purchaser is the owner of the Project. (2) Tenant shall attorn, as Tenant under this Lease, without any deductions or setoffs whatsoever to the purchaser at the foreclosure sale (or the mortgagee if the mortgagee becomes owner of the fee estate or lessor under any Ground Lease) or, if any Ground Lease be terminated for any reason, Tenant shall be deemed to have attorned as Tenant under this Lease to the ground lessor under the Ground Lease, and this Lease shall continue in full force and effect as a direct lease between and binding upon Tenant and such mortgagee or ground lessor, as the case may be. Likewise, Tenant will attorn to a leasehold mortgagee in the event a leasehold mortgagee should ever become the owner of the leasehold estate covered by its mortgage or should become the owner of any new lease in replacement or substitution of such leasehold estate. Tenant agrees to promptly execute and deliver (within ten (10) days after a request therefor) at any time and from time to time upon the request of Landlord, or of any ground lessor under any such Ground Lease, or of any holder of any such mortgage or leasehold mortgage, or of any such purchaser, any instrument which, in the sole judgment of such requesting party, may be necessary or appropriate in any such foreclosure or termination proceeding or otherwise in evidence such attornment. Tenant shall not be required to attorn to any ground lessor or mortgagee, unless any such ground lessor or mortgagee, as the case may be, agrees with Tenant in writing that as long as Tenant is not in default under the terms and conditions of this Lease, Tenant shall not be disturbed in its use and occupancy of the Premises as a result of the foreclosure and/or attornment referred to in this Paragraph 13.B.

Termination of Ground Lease or Foreclosure of Mortgage. Should If any ------------------------------------------------------ mortgage on the Project or on any Ground Lease be is foreclosed or if any Ground Lease ground or underlying lease is terminated, (i) the holder of the mortgage, ground lessor, or their respective grantees, or purchaser at any foreclosure sale (or grantee in a deed in lieu of foreclosure), as the case may be, shall not be terminated and this Lease be continued: (1x) The liable for any act or omission of any prior landlord (including Landlord), (y) subject to any offsets or counterclaims which Tenant may have against a prior landlord (including Landlord), or (z) bound by any prepayment of any of Base Rent, Operating Cost Share Rent, Tax Share Rent or Additional Rent which Tenant may have made in excess of the amounts then due for the next succeeding month, (ii) the liability of the mortgageeground lessor, ground lessor mortgagee or trustee hereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only during the time so long as such ground lessor, trustee, mortgagee, ground lessor purchaser or purchaser owner is the owner of the Project. Building or Land and such liability shall not continue or survive after further transfer of ownership; and (2iii) upon request of the ground lessor, mortgagee or trustee, if the mortgage is foreclosed or the ground or underlying lease is terminated, Tenant shall will attorn, as Tenant under this Lease, without any deductions or setoffs whatsoever to the purchaser at the any foreclosure sale (under any mortgage or the mortgagee if the mortgagee becomes owner of the fee estate or lessor under any Ground Lease) or, if any Ground Lease be terminated for any reason, Tenant shall be deemed to have attorned as Tenant under this Lease to the ground lessor under the Ground Lease, and this Lease shall continue in full force and effect as a direct lease between and binding upon Tenant and such mortgagee or ground lessor, as the case may be. Likewiseif applicable, and Tenant will attorn to a leasehold mortgagee in the event a leasehold mortgagee should ever become the owner of the leasehold estate covered by its mortgage or should become the owner of any new lease in replacement or substitution of execute such leasehold estate. Tenant agrees to promptly execute and deliver (within ten (10) days after a request therefor) at any time and from time to time upon the request of Landlord, or of any ground lessor under any such Ground Lease, or of any holder of any such mortgage or leasehold mortgage, or of any such purchaser, any instrument which, in the sole judgment of such requesting party, instruments as may be necessary or appropriate in any such foreclosure or termination proceeding or otherwise in to evidence such attornment. Tenant shall This Lease may not be required modified or amended so as to attorn reduce the rent or shorten the Term provided hereunder, or so as to affect adversely in any other respect to any ground lessor material extent the rights of Landlord, nor shall this Lease be canceled or mortgageesurrendered, unless any such ground lessor or mortgageewithout the prior written consent, as the case may bein each instance, agrees with Tenant in writing that as long as Tenant is not in default under the terms and conditions of this Lease, Tenant shall not be disturbed in its use and occupancy of the Premises as a result of mortgagee or trustee under any Mortgage or the foreclosure and/or attornment referred to in this Paragraph 13.B.ground lessor, if applicable.

Termination of Ground Lease or Foreclosure of Mortgage. Should any ------------------------------------------------------ mortgage on the Project Building or on any Ground Lease ground lease be foreclosed or if any Ground Lease ground lease be terminated and this Lease be continued: (1) The liability of the mortgagee, ground lessor or purchaser at such foreclosure sale shall exist only during the time such mortgagee, ground lessor or purchaser purchase is the owner of the ProjectBuilding. (2) Tenant shall attorn, as Tenant under this Lease, Lease without any deductions or setoffs whatsoever whatsoever, to the purchaser at the foreclosure sale (or the mortgagee if the mortgagee becomes owner of the fee estate or lessor under any Ground Leaseground lease) or, if any Ground Lease ground lease be terminated for any reasonreasons, Tenant shall be deemed to have attorned as Tenant under this Lease to the ground lessor under the Ground Leaseground lease, and this Lease shall continue in full force and effect as a direct lease between and binding upon Tenant and such mortgagee or ground lessor, as the case may be. LikewiseTenant agrees to promptly execute and promptly deliver at any time and from time to time upon the request of Landlord, or of any ground lessor of any such ground lease or of any holder of such mortgage or of such purchaser, any instrument which, in the sole judgment of such requesting party, may be necessary or appropriate in any such foreclosure or termination proceeding or otherwise to evidence such attornment. (3) Tenant will attorn shall attorn, as Tenant under this Lease, without any deductions or setoffs whatsoever, to a leasehold mortgagee (or any purchaser of the leasehold estate at the foreclosure sale) in the event a such leasehold mortgagee (or such purchaser) should ever become the owner of the leasehold estate covered by its mortgage or should become the owner of any new lease in replacement or substitution of such leasehold estate. Tenant agrees to promptly execute . (4) As used in this Section 13, "mortgage" shall include trust deed and deliver (within ten (10) days after a request therefor) at any time "mortgagee" shall include "trustee" and from time to time upon successors and assigns of such party whether immediate or remote, the request of Landlord, or purchaser of any ground lessor under any such Ground Lease, or of any holder of any such mortgage or leasehold mortgage, whether at foreclosure or of any such purchaserotherwise and the successors, any instrument which, in the sole judgment assigns and mortgagees of such requesting party, may be necessary purchaser whether immediate or appropriate in any such foreclosure or termination proceeding or otherwise in evidence such attornment. Tenant shall not be required to attorn to any ground lessor or mortgagee, unless any such ground lessor or mortgagee, as the case may be, agrees with Tenant in writing that as long as Tenant is not in default under the terms and conditions of this Lease, Tenant shall not be disturbed in its use and occupancy of the Premises as a result of the foreclosure and/or attornment referred to in this Paragraph 13.B.remote.

Termination of Ground Lease or Foreclosure of Mortgage. Should any ------------------------------------------------------ mortgage on the Project or on any Ground Lease be foreclosed or if any Ground Lease be terminated and this Lease be continued: (1) The liability of the mortgagee, ground lessor or purchaser at such foreclosure sale shall exist only during the time such mortgagee, ground lessor or purchaser is the owner of the Project. (2) Tenant shall attorn, as Tenant under this Lease, without any deductions or setoffs whatsoever whatsoever, to the purchaser at the foreclosure sale (or the mortgagee if the mortgagee becomes owner of the fee estate or lessor under any Ground Lease) or, if any Ground Lease be terminated for any reason, Tenant shall be deemed to have attorned as Tenant under this Lease to the ground lessor under the Ground Lease, and this Lease shall continue in full force and effect as a direct lease between and binding upon Tenant and such mortgagee or ground lessor, as the case may be. Likewise, Tenant will attorn to a leasehold mortgagee in the event a leasehold mortgagee should ever become the owner of the leasehold estate covered by its mortgage or should become the owner of any new lease in replacement or substitution of such leasehold estate. Tenant agrees to promptly execute and deliver (within ten (10) days after a request therefor) at any time and from time to time upon the request of Landlord, or of any ground lessor under any such Ground Lease, or of any holder of any such mortgage or leasehold mortgage, or of any such purchaser, any instrument which, in the sole judgment of such requesting party, may be necessary or appropriate in any such foreclosure or termination proceeding or otherwise in to evidence such attornment. Tenant shall not be required to attorn to any ground lessor or mortgagee, unless any such ground lessor or mortgagee, as the case may be, agrees with Tenant in writing that as long as Tenant is not in default under the terms and conditions of this Lease, Tenant shall not be disturbed in its use and occupancy of the Premises as a result of the foreclosure and/or attornment referred to . (3) As used in this Paragraph 13.B.Section 13, "mortgage" shall include "trust deed" and "mortgagee" shall include "trustee" and successors and assigns of such party (whether immediate or remote), the purchaser of any mortgage, whether at foreclosure or otherwise and the successors, assigns and mortgagees of such purchaser (whether immediate or remote).