covenants as
are set forth in this Agreement, except that the Successor Landlord (unless
formerly the landlord under this Agreement or its nominee or designee) shall not
be (a) liable in any way to Tenant for any act or omission, neglect or default
on the part of any prior Landlord under this Agreement, (b) responsible for any
monies owing by or on deposit with any prior Landlord to the credit of Tenant
(except to the extent actually paid or delivered to the Successor Landlord), (c)
subject to any counterclaim or setoff which theretofore accrued to Tenant
against any prior Landlord, (d) bound by any modification of this Agreement
subsequent to such Superior Lease or Mortgage, or by any previous prepayment of
Rent for more than one (1) month in advance of the date due hereunder, which was
not approved in writing by the Superior Landlord or the Superior Mortgagee
thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the
Leased Property and the rents, income, receipts, revenues, issues and profits
issuing from the Leased Property, (f) responsible for the performance of any
work to be done by the Landlord under this Agreement to render the Leased
Property ready for occupancy by Tenant (subject to Landlord's obligations under
Section 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or
(g) required to remove any Person occupying the Leased Property or any part
thereof, except if such person claims by, through or under the Successor
Landlord.
59
TENANT AGREES AT ANY TIME AND FROM TIME TO TIME TO EXECUTE A SUITABLE INSTRUMENT
IN CONFIRMATION OF TENANT'S AGREEMENT TO ATTORN, AS AFORESAID AND LANDLORD
AGREES TO PROVIDE TENANT WITH AN INSTRUMENT OF NONDISTURBANCE AND ATTORNMENT
FROM EACH SUCH SUPERIOR MORTGAGEE AND SUPERIOR LANDLORD (OTHER THAN THE LESSORS
UNDER ANY GROUND LEASES WITH RESPECT TO THE LEASED PROPERTY, OR ANY PORTION
THEREOF) IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO TENANT.
NOTWITHSTANDING THE FOREGOING, ANY SUCCESSOR LANDLORD SHALL BE LIABLE (A) TO PAY
TO TENANT ANY AMOUNTS OWED UNDER SECTION 5.1.2(B), AND (B) TO PAY TO TENANT ANY
PORTIONS OF INSURANCE PROCEEDS OR AWARDS RECEIVED BY LANDLORD OR THE SUCCESSOR
LANDLORD REQUIRED TO BE PAID TO TENANT PURSUANT TO THE TERMS OF THIS AGREEMENT,
AND, AS A CONDITION TO ANY MORTGAGE, LIEN OR LEASE IN RESPECT OF THE LEASED
PROPERTY, OR ANY PORTION THEREOF, AND THE SUBORDINATION OF THIS AGREEMENT
THERETO, THE MORTGAGEE, LIENHOLDER OR LESSOR, AS APPLICABLE, SHALL EXPRESSLY
AGREE, FOR THE BENEFIT OF TENANT, TO MAKE SUCH PAYMENTS, WHICH AGREEMENT SHALL
BE EMBODIED IN AN INSTRUMENT IN FORM REASONABLY SATISFACTORY TO TENANT.
20.3
NOTICE TO MORTGAGEE AND SUPERIOR LANDLORD.
SUBSEQUENT TO THE
RECEIPT BY TENANT OF NOTICE FROM LANDLORD AS TO THE IDENTITY OF ANY FACILITY
MORTGAGEE OR SUPERIOR LANDLORD UNDER A LEASE WITH LANDLORD, AS GROUND LESSEE,
WHICH INCLUDES THE LEASED PROPERTY, OR ANY PORTION THEREOF, AS PART OF THE
DEMISED PREMISES AND WHICH COMPLIES WITH SECTION 20.1 (WHICH NOTICE SHALL BE
ACCOMPANIED BY A COPY OF THE