Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to
the lien of (but not the terms of) any
future ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage.
Tenant further shall attorn to and... recognize any successor landlord, whether through foreclosure or otherwise, as if Notwithstanding the successor landlord were the originally named landlord. The provisions of this Section 22.1 foregoing, it shall be self-operative a condition to Tenant's obligation to subordinate this Lease to any future Mortgage, that Landlord obtains a subordination, non-disturbance and attornment agreement ("SNDA") from the holder of such Mortgage (or ground lessor, as the case may be) in the standard form used by such Mortgagee (or ground lessor, as the case may be), with such commercially reasonable changes as may be requested by Tenant and as may be agreed to by Tenant and Mortgagee; provided however, that, in any event, such SNDA shall contain the following provisions: (i) there shall be no further instrument modification or delay of Tenant's PAGE 55 rights in the event of a delay in the Term Commencement Date, as set forth in Section 3.3 of the Lease, and (ii) while Tenant shall be required to effect give the Mortgagee written notice of any alleged default of the Landlord at the same time that Tenant gives such subordination or attornment; however, Tenant agrees notice to execute, acknowledge Landlord, and deliver such instruments, confirming such subordination and attornment in such form as the Mortgagee shall be requested by have the right to cure any such holder default within fifteen (15) the same time period that Landlord has to cure such default, except that, with respect to defaults of the Landlord which would permit Tenant to terminate this Lease ("Landlord Termination Defaults"), Mortgagee shall have such additional period of time (which shall not exceed ninety (90) days of request therefor. 50 22.2Notices. after the last day that Landlord has to cure such Landlord Termination Default) as Mortgagee reasonably requires to cure such Landlord Termination Default. 22.2 Notices. Tenant shall give each Mortgagee of which the Tenant is given written notice with the same notices given to Landlord concurrently with the notice to Landlord, and Landlord. Each such Mortgagee shall have the concurrent grace period afforded to Landlord to cure a Landlord default (except that, with respect to any default which is the basis for Tenant to terminate the Lease, each Mortgagee shall have a commercially reasonable opportunity thereafter additional period of time to cure a Landlord such default, as set forth in the Mortgagee's SNDA with Tenant), and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, other than any consent or approval provided under Sections 3 or 11 hereof, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. 22.4 Landlord Subordination of Lien Rights. If Tenant desires to grant a security interest in defined personal property, trade fixtures and/or business equipment of Tenant (collectively "Collateral") to a secured party, or to lease any Collateral from a lessor (any such secured party or lessor being referred to herein as "Secured Party"), then Landlord shall, upon written request of Tenant, execute such commercially reasonable subordination of Landlord's lien rights to the rights of such Secured Party, provided however, that such Secured Party acknowledges and agrees that if any Mortgage that: (i) no auction sale shall be foreclosed, (a) held in the liability Premises, the Building or the Property, (ii) Secured Party may only enter the Premises during the Term of the Mortgagee Lease, (iii) Secured Party shall give Landlord at least five (5) business days prior to exercising any right to enter the Premises, (iv) Secured Party shall, prior to making any such entry, deliver to Landlord reasonable evidence that it has obtained commercial general liability insurance, naming Landlord and Landlord's managing agent as an additional insured party, with a single limit of not less than $2,000,000.00, (v) Secured Party shall indemnify, defend and hold Landlord and Landlord's managing agent harmless from and against any losses, costs or damage arising from any entry by Secured Party, or its successors agents, employees, contractors or other invitees, and assigns (vi) Secured Party shall exist only so long as such Mortgagee repair any damage to the Premises or purchaser is the owner Building caused by the installation or removal of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. Collateral.
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Mortgagee Rights.
22.1 Subordination. Subject to execution of a commercially reasonable subordination, non-disturbance and attornment agreement, Tenant's rights and interests under this Lease shall be
(i) subject and subordinate to any ground lease,
overleases, mortgage, deed and to any mortgages, deeds of trust,
overleases, or similar
instrument instruments covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing
..., a "Mortgage"), or (ii) if "Mortgage"); provided, however, at any Mortgagee elects, Mortgagee's election, this Lease shall be prior to the lien of any present or the future Mortgage. Mortgage held by such Mortgagee. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination subordination, non-disturbance and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. 22.2 Notices. Tenant shall give each Mortgagee Mortgagee, at the address provided to Tenant, the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such 22.3 Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; 44 (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; possession, provided, however, that the foregoing shall not release such Mortgagee and/or its successors or assigns from liability for any default of Landlord's obligations under the Lease continuing after the date on which such Mortgagee succeeds to Landlord's interest hereunder, including without limitation any maintenance obligations; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. 22.4 Future Ground Lease. Subject to the execution of a commercially reasonable subordination, non-disturbance and attornment agreement ("SNDA") (the parties hereby agreeing that the form attached hereto as Exhibit 9 is commercially reasonable) by the fee owner, the rights and interest of Tenant under this Lease shall be subject and subordinate to any lease of the Building in connection with a ground lease, sale and leaseback or any sublease of premises including the Building in connection with a lease and subleaseback that are now existing or may hereafter occur (such leaseback or subleaseback to be referred to in this Section 22.4 as a "Primary Lease"), if the lessor or sublessor pursuant to such Primary Lease (such lessor or sublessor to be referred to in this Section 22.4 as the "Primary Lessor") shall elect, by written notice delivered to the Tenant, to subject and subordinate the rights and interest of Tenant under this Lease to the Primary Lease; it is further agreed that the Primary Lessor may elect to give the rights and interest of Tenant under this Lease priority over the Primary Lease. In the event of either such election, and upon notification by the Primary Lessor to Tenant to that effect, the rights and interest of Tenant under this Lease shall be deemed to be subordinate to, or to have priority over, as the case may be, the Primary Lease, whether this Lease is dated prior to or subsequent to the date of the Primary Lease. Tenant shall execute and deliver commercially reasonable instruments to evidence the foregoing (including, without limitation, the SNDA) within ten (10) business days after demand, provided such instruments do not materially increase Tenant's obligations or materially decrease Tenant's rights, under this Lease.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage.
Tenant further Landlord shall
attorn endeavor to
and recognize any successor... landlord, whether through foreclosure or otherwise, as if obtain an SNDA (as defined below) from the successor landlord were holder of the originally named landlord. The provisions of this Section 22.1 existing Mortgage affecting the Property. Notwithstanding the foregoing, it shall be self-operative and no further instrument shall be required a condition to effect such subordination or attornment; however, Tenant agrees Tenant's obligation to execute, acknowledge and deliver such instruments, confirming such subordination subordinate this Lease to any future Mortgage, that Landlord obtains a subordination, non-disturbance and attornment agreement from the holder of such Mortgage (or ground lessor, as the case may be) in the standard form used by such form Mortgagee (or ground lessor, as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. the case may be) ("SNDA"). 22.2 Notices. Tenant shall give each Mortgagee of which the Tenant is given written notice with the same notices given to Landlord concurrently with the notice to Landlord, and Landlord. Each such Mortgagee shall have the concurrent grace period afforded to Landlord to cure a Landlord default (except that, with respect to any default which is the basis for Tenant to terminate the Lease, each Mortgagee shall have a commercially reasonable opportunity thereafter additional period of time to cure a Landlord such default, as set forth in the Mortgagee's SNDA with Tenant), and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, other than any consent or approval provided under Section 11 hereof, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. Tenant acknowledges and agrees PAGE 59 23. QUIET ENJOYMENT. Landlord covenants that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims of all persons lawfully claiming by, through or purchaser is under Landlord subject, nevertheless, to: (i) the owner covenants, agreements, terms, provisions and conditions of this Lease, (ii) any matters of record as of the Premises, Execution Date other than Mortgages, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for (iii) any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant Mortgage to the provisions of which this Lease which arise is subject and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. subordinate, as hereinabove set forth.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any
existing or future (a) ground
lease, overleases, mortgage, deed lease (including without the Master Lease), (b) subleases or other instruments pursuant to any sale and leaseback transaction of the Master Lease or the Property, and (c) any mortgages, deeds of trust,
overleases, or similar
instrument instruments covering the Premises, the Building and/or the Land and to all advances, modifications, renewals,
... replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 20.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) ten (10) business days of request therefor. 50 22.2Notices. If Tenant shall fail to execute and deliver to Landlord any such statement within such ten-day period, Tenant hereby appoints Landlord as Tenant's attorney-in-fact in its name and behalf to execute such statement, such appointment being coupled with an interest. With respect to the Master Lease, Tenant shall execute and deliver to Landlord simultaneously with its execution and delivery of this Lease, the Subordination, Non-Disturbance and Attornment Agreement (the "Master Lease SNDA") in the form attached hereto as Exhibit 13. Landlord may record the Master Lease SNDA in the Registry at its sole cost and expense. 20.2 Mortgagee Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, default after the expiration of Landlord's applicable notice and/or cure periods if Landlord fails to do so, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such 20.3 Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent Rent or other sum amounts which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground
lease, overleases, mortgage, deed lease not inconsistent with this Lease, and to the lien of any mortgages, deeds of trust,
overleases, or similar
instrument instruments covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any
...present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination in each case conditioned upon Tenant's receipt of a commercially reasonable subordination, non-disturbance and attornment agreement in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. recordable form. 22.2 Notices. Tenant shall give each Mortgagee the same notices a copy of each notice given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such 22.3 Intentionally Omitted. 22.4 Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive as to claims arising after further transfer of ownership; ownership (but shall otherwise survive); and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or wrongful omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease other than continuing defaults relating to the maintenance of the Property which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; any prior lessor; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; month prior to the due date therefor; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 Landlord agrees to use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement ("SNDA") on the standard form of SNDA then being used by the holder of the Mortgage in question (including, without limitation, the Property's current mortgagee), with such commercially reasonable modifications as may be requested by Tenant (the form of SNDA attached as Exhibit 14 being deemed commercially reasonable). Notwithstanding anything in this Section to the 54 contrary, it shall be a condition to Tenant's obligation to subordinate the Lease to any future Mortgage that the holder of such future Mortgage enters into an SNDA with Tenant. Tenant shall pay any reasonable charges (including legal fees) required by such holder as a condition to entering into such SNDA. 22.2Notices. Tenant shall give each Mortgagee the same notices a copy of any default notice given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything Mortgagee. 22.4Mortgagee Liability. Subject to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee Liability. terms of any SNDA, Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. Landlord, provided that in no event shall the foregoing clauses (i)-(v) relieve any such Mortgagee and its successors and assigns from ongoing Landlord's obligations to provide maintenance, repair or any other on-going Landlord's Services (defined in Section 9.6 and listed in Exhibit 7 of this Lease) following the date of such succession.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder holder, with such commercially reasonable modifications as may be requested by Tenant, within fifteen (15) days of request therefor. 50 22.2Notices. Notwithstanding the foregoing, it shall be a condition to Tenant's obligation to subordinate the Lease to any future Mortgage that the holder of such future Mortgage enters into an SNDA with Tenant. An "SNDA" shall be defined as a subordination, non-disturbance and attornment agreement on the standard form of SNDA then being used by the holder of the Mortgage in question, with such commercially reasonable modifications as may be requested by Tenant. Landlord represents to Tenant that, as of the Execution Date, there are no mortgages affecting the Building or the Land. Tenant shall pay any reasonable charges (including legal fees) required by such holder as a condition to entering into such SNDA. 22.2 Notices. Tenant shall give each Mortgagee Mortgagee, of which it has been given notice, the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee 22.4 Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; Lease, unless such act or omission relates to repair and maintenance and is of a continuing nature and such mortgagee or purchaser fails to cure the same within a reasonable time after succeeding to Landlord's interest; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; month (except for Operating Costs and Taxes, which are paid based on an estimate); or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. 55 23.QUIET ENJOYMENT. Landlord covenants that so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term free from the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject and subordinate, as hereinabove set forth.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions Notwithstanding anything to the contrary in this Section 22 contained, the herein provided subordination and attornment shall be effective only if the Mortgagee agrees, by a duly executed commercially reasonable instrument in recordable form ("Non-disturbance Agreement") that, so long as Tenant shall not be in default of the obligations on its part to be kept and performed under the terms of this Section 22.1 shall Lease beyond any applicable notice and cure periods, this Lease will not be self-operative affected and no further instrument shall Tenant's possession and rights hereunder will not be required to effect disturbed by any default in, termination, and/or foreclosure of, such subordination or attornment; however, Mortgage. Within twenty (20) days of request therefor, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. a Non-disturbance Agreement. 22.2 Notices. Tenant shall give each Mortgagee for which Tenant has received contact information the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee 22.4 Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; month other than payments on account of estimated Operating Costs and Taxes; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. Landlord shall attempt to obtain an SNDA, as hereinafter defined, from the holder of the existing Mortgage affecting the Property. Notwithstanding the foregoing, it shall be a condition to Tenant's obligation to subordinate this Lease to any future Mortgage, that Landlord obtains a subordination, non-disturbance and attornment agreement from the holder of such Mortgage (or ground lessor, as the case may be) in the standard form used by such Mortgagee (or ground lessor, as the case may be), with such commercially reasonable changes as may be requested by Tenant ("SNDA"). 22.2 Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee 22.4 Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. PAGE 45 23. QUIET ENJOYMENT. Landlord covenants that so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises during the Term from and against the claims of all persons lawfully claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease, any matters of record or of which Tenant has knowledge and to any Mortgage to which this Lease is subject and subordinate, as hereinabove set forth.
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Mortgagee Rights. Tenant's rights and interests under this Lease shall be (i) subject and subordinate to any ground lease, overleases, mortgage, deed of trust, or similar instrument covering the Premises, the Building and/or the Land and to all advances, modifications, renewals, replacements, and extensions thereof (each of the foregoing, a "Mortgage"), or (ii) if any Mortgagee elects, prior to the lien of any present or future Mortgage. Tenant further shall attorn to and recognize any successor landlord, whether
... through foreclosure or otherwise, as if the successor landlord were the originally named landlord. The provisions of this Section 22.1 shall be self-operative and no further instrument shall be required to effect such subordination or attornment; however, Tenant agrees to execute, acknowledge and deliver such instruments, confirming such subordination and attornment in such form as shall be requested by any such holder within fifteen (15) days of request therefor. 50 22.2Notices. Such instruments shall be on the customary form used by such holder with such commercially reasonable changes as may be requested by Tenant. PAGE 56 Notwithstanding the foregoing, it shall be a condition to Tenant's obligation to subordinate the Lease to any future Mortgage that the holder of such future Mortgage enters into an SNDA with Tenant. An "SNDA" shall be defined as a subordination, non-disturbance and attornment agreement on the standard form of SNDA then being used by the holder of the Mortgage in question, with such commercially reasonable modifications as may be requested by Tenant. Tenant shall pay any reasonable charges (including legal fees) required by such holder as a condition to entering into such SNDA. 22.2 Notices. Tenant shall give each Mortgagee the same notices given to Landlord concurrently with the notice to Landlord, and each Mortgagee shall have a reasonable opportunity thereafter to cure a Landlord default, and Mortgagee's curing of any of Landlord's default shall be treated as performance by Landlord. 22.3Mortgagee 22.3 Mortgagee Consent. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of a Mortgagee; and the failure or refusal of such Mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord's withholding its consent or approval. 22.4Mortgagee 22.4 Mortgagee Liability. Tenant acknowledges and agrees that if any Mortgage shall be foreclosed, (a) the liability of the Mortgagee and its successors and assigns shall exist only so long as such Mortgagee or purchaser is the owner of the Premises, and such liability shall not continue or survive after further transfer of ownership; and (b) subject to the last sentence of this Section 22.4, such Mortgagee and its successors or assigns shall not be (i) liable for any act or omission of any prior lessor under this Lease; (ii) liable for the performance of Landlord's covenants pursuant to the provisions of this Lease which arise and accrue prior to such entity succeeding to the interest of Landlord under this Lease or acquiring such right to possession; (iii) subject to any offsets or defense which Tenant may have at any time against Landlord; (iv) bound by any base rent or other sum which Tenant may have paid previously for more than one (1) month; or (v) liable for the performance of any covenant of Landlord under this Lease which is capable of performance only by the original Landlord. Notwithstanding the foregoing: (x) nothing shall relieve any Mortgagee, purchaser at foreclosure, or grantee of a deed in lieu of foreclosure from: (i) any liability which it has party-Landlord from and after the date which it succeeds to Landlord's interest under the Lease, and (y) any obligation which Landlord has to perform repairs or maintenance under the Lease based upon the fact that the need for such repairs or maintenance first arose after the Succession Date.
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