the Lease to the Security Instruments and
to the lien thereof and Trustee has agreed not to disturb Tenant's possessory
rights in the Leased Premises under the Lease on the terms and conditions
hereinafter set forth.
A G R E E M E N T:
NOW, THEREFORE, the parties hereto mutually agree as follows:
1.
Subordination.
Notwithstanding anything to the contrary set forth in the
Lease, the Lease and the leasehold estate created thereby and all of Tenant's
rights thereunder are and shall at all times be subject and subordinate in all
respects to the Security Instruments and the lien thereof, and to all rights of
Trustee thereunder, and to any and all advances to be made thereunder, and to
all renewals, modifications, consolidations, replacements and extensions
thereof.
2.
NONDISTURBANCE.
SO LONG AS TENANT COMPLIES WITH THE PROVISIONS OF THIS
AGREEMENT, PAYS ALL RENTS AND OTHER CHARGES AS SPECIFIED IN THE LEASE AND IS NOT
OTHERWISE IN DEFAULT (BEYOND APPLICABLE NOTICE AND CURE PERIODS) OF ANY OF ITS
OBLIGATIONS AND COVENANTS PURSUANT TO THE LEASE, TRUSTEE AGREES FOR ITSELF AND
ITS SUCCESSORS IN INTEREST AND FOR ANY OTHER PERSON ACQUIRING TITLE TO THE
PROPERTY THROUGH A FORECLOSURE (AN "ACQUIRING PARTY"), THAT TENANT'S POSSESSION
OF THE LEASED PREMISES AS DESCRIBED IN THE LEASE WILL NOT BE DISTURBED DURING
THE TERM OF THE LEASE BY REASON OF A FORECLOSURE.
FOR PURPOSES OF THIS
AGREEMENT, A "FORECLOSURE" SHALL INCLUDE (BUT NOT BE LIMITED TO) A SHERIFF'S OR
TRUSTEE'S SALE UNDER THE POWER OF SALE
CONTAINED IN THE SECURITY INSTRUMENTS, THE TERMINATION OF ANY SUPERIOR LEASE OF
THE PROPERTY AND ANY OTHER TRANSFER OF THE LANDLORD'S INTEREST IN THE PROPERTY
UNDER PERIL OF FORECLOSURE, INCLUDING, WITHOUT LIMITATION TO THE GENERALITY OF
THE FOREGOING, AN ASSIGNMENT OR SALE IN LIEU OF FORECLOSURE.
3.
ATTORNMENT.
TENANT AGREES TO ATTORN TO, ACCEPT AND RECOGNIZE ANY ACQUIRING
PARTY AS THE LANDLORD UNDER THE LEASE PURSUANT TO THE PROVISIONS EXPRESSLY SET
FORTH THEREIN FOR THE THEN REMAINING BALANCE OF THE TERM OF THE LEASE, AND ANY
EXTENSIONS THEREOF AS MADE PURSUANT TO THE LEASE.
THE FOREGOING PROVISION SHALL
BE SELF-OPERATIVE AND SHALL NOT REQUIRE THE EXECUTION OF ANY FURTHER INSTRUMENT
OR AGREEMENT BY TENANT AS A CONDITION TO ITS EFFECTIVENESS.
4.
NO LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
IN THE LEASE, IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT NEITHER THE TRUSTEE,
ANY RECEIVER NOR ANY ACQUIRING PARTY SHALL BE:
(a)
liable for any act, omission, negligence or default of any prior landlord
(including Landlord); or
(b)
liable for any failure of any prior landlord (including Landlord) to
construct any improvements or bound by any covenant to construct any improvement
either at the commencement of the term of the Lease or upon any renewal or
extension thereof or upon the addition of additional space pursuant to any
expansion right contained in the Lease; or
(c)
subject to any offsets, credits, claims or defenses which Tenant might have
against any prior landlord (including Landlord); or
(d)
bound