SUCH
MORTGAGES AS LESSOR SHALL ELECT IN ITS SOLE DISCRETION. THIS LEASE IS AND SHALL
BE SUBJECT AND SUBORDINATE TO EACH AND ANY MORTGAGE AND TO ALL ADVANCES UNDER
ANY MORTGAGE, AND ANY RESTATEMENTS, RENEWALS, INCREASES, SUPPLEMENTS,
MODIFICATIONS, CONSOLIDATIONS, SPREADERS, REPLACEMENTS, SUBSTITUTIONS, OR
EXTENSIONS OF ANY MORTGAGE, WHENEVER MADE; PROVIDED THAT SUCH SUBORDINATION
SHALL BE EFFECTIVE ONLY IF THE APPLICABLE MORTGAGEE SHALL HAVE ENTERED INTO A
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT IN FAVOR OF LESSEE IN
THE FORM OF EXHIBIT D OR IN SUCH OTHER FORM AS LESSEE, LESSOR AND SUCH MORTGAGEE
MAY AGREE UPON (A "MORTGAGEE NONDISTURBANCE AGREEMENT").
45
(B)
IF LESSOR AND EACH MORTGAGEE SHALL NOT EXECUTE AND DELIVER A
MORTGAGEE NONDISTURBANCE AGREEMENT, THEN AS CONDITION TO THE PERMISSIBILITY OF
THE RELATED MORTGAGE HEREUNDER AND THE EXERCISE BY SUCH MORTGAGEE OF ANY RIGHTS
ACCORDED TO A MORTGAGEE HEREUNDER, SUCH MORTGAGEE SHALL EXECUTE AND DELIVER TO
LESSEE A SEPARATE AGREEMENT CONTAINING THE TERMS OF SECTION 8 OF EXHIBIT D
HERETO. WITHOUT LIMITING THE EFFECT OF THE IMMEDIATELY PRECEDING SENTENCE OR
LESSEE'S RIGHTS IF THE SAME IS VIOLATED, ANY PROVISION HEREOF REQUIRING APPROVAL
OR CONSENT OF, OR NOTICE TO, A MORTGAGEE (INCLUDING SECTION 25.11(C)) SHALL ONLY
BE APPLICABLE IF LESSOR AND MORTGAGEE SHALL HAVE EXECUTED AND DELIVERED TO
LESSEE A MORTGAGEE NONDISTURBANCE AGREEMENT OR THE AGREEMENT DESCRIBED ABOVE IN
THIS SECTION. ALL NOTICES SENT TO MORTGAGEE AT ITS ADDRESS PROVIDED IN SAID
MORTGAGEE NONDISTURBANCE AGREEMENT OR SAID SEPARATE AGREEMENT IN THE MANNER
PROVIDED IN SECTION 25.2 SHALL BE DEEMED DELIVERED IN ACCORDANCE WITH THE TERMS
OF SECTION.25.2.
SECTION 24.2.
ATTORNMENT.
LESSEE AGREES THAT THIS LEASE SHALL NOT BE
TERMINABLE BY LESSEE BY REASON OF ANY FORECLOSURE OF A MORTGAGE, NOR BY REASON
OF THE INSTITUTION OF ANY SUIT, ACTION, SUMMARY OR OTHER PROCEEDING AGAINST
LESSOR OR ANY FORECLOSURE PROCEEDING BROUGHT BY A MORTGAGEE TO RECOVER
POSSESSION OF THE PROPERTY BY OPERATION OF LAW OR OTHERWISE AND THAT THE SAME
SHALL NOT RESULT IN THE CANCELLATION OR TERMINATION OF THIS LEASE BY LESSEE OR
OF THE OBLIGATIONS OF LESSEE HEREUNDER. IF AT ANY TIME PRIOR TO THE EXPIRATION
OF THE TERM, ANY MORTGAGEE COMES INTO POSSESSION OF THE PROPERTY OR A RECEIVER
SHALL BE APPOINTED FOR LESSOR'S INTERESTS, LESSEE AGREES, AT THE ELECTION AND
UPON DEMAND OF ANY SUCH MORTGAGEE IN POSSESSION, TO ATTORN, FROM TIME TO TIME,
TO ANY SUCH MORTGAGEE OR ANY PERSON ACQUIRING THE INTEREST OF LESSOR AS A RESULT
OF ANY SUCH FORECLOSURE OF A MORTGAGE OR THE GRANTING OF A DEED OR ASSIGNMENT IN
LIEU OF FORECLOSURE, UPON THE THEN EXECUTORY TERMS AND CONDITIONS OF THIS LEASE
FOR THE REMAINDER OF THE TERM. THE PROVISIONS OF THIS SECTION 24.2 SHALL INURE
TO THE BENEFIT OF ANY SUCH SUCCESSOR LESSOR, SHALL APPLY NOTWITHSTANDING THAT,
AS A MATTER OF LAW, THIS LEASE MAY TERMINATE UPON THE FORECLOSURE OF A MORTGAGE,
AND SHALL BE SELF-OPERATIVE UPON ANY SUCH DEMAND, AND NO FURTHER INSTRUMENT
SHALL BE REQUIRED TO GIVE EFFECT TO SAID PROVISIONS. LESSEE, HOWEVER, UPON
DEMAND OF ANY