OF (I) ANY FIRST
MORTGAGE THAT HEREAFTER MAY ENCUMBER THE BUILDING, AND (II) ANY SECOND OR JUNIOR
MORTGAGES THAT MAY HEREAFTER ENCUMBER THE BUILDING, PROVIDED THE HOLDER OF THE
FIRST MORTGAGE CONSENTS TO SUCH SUBORDINATION.
AS USED HEREIN, THE TERM
"MORTGAGE" SHALL INCLUDE BOTH CONSTRUCTION AND PERMANENT FINANCING AND SHALL
INCLUDE DEEDS OF TRUST AND SIMILAR SECURITY INSTRUMENTS.
AT ANY TIME AFTER THE
EXECUTION OF THIS LEASE, THE HOLDER OF ANY MORTGAGE TO WHICH THIS LEASE IS
SUBORDINATE SHALL HAVE THE RIGHT TO DECLARE THIS LEASE TO BE SUPERIOR TO THE
LIEN OF SUCH MORTGAGE, AND TENANT AGREES TO EXECUTE ALL DOCUMENTS REASONABLY
REQUIRED BY SUCH HOLDER IN CONFIRMATION THEREOF.
SUBJECT TO SECTION 21.3(D), IN CONFIRMATION OF THE FOREGOING SUBORDINATION,
TENANT SHALL, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER LANDLORD'S REQUEST,
EXECUTE ANY REQUISITE OR APPROPRIATE CERTIFICATE OR OTHER DOCUMENT.
IF TENANT
FAILS TO EXECUTE AND DELIVER ANY SUCH CERTIFICATE OR DOCUMENT WITHIN SUCH
FIFTEEN (15) BUSINESS DAY PERIOD, TENANT HEREBY CONSTITUTES AND APPOINTS
LANDLORD AS TENANT'S ATTORNEY-IN-FACT TO EXECUTE ANY SUCH CERTIFICATE OR OTHER
DOCUMENT FOR OR ON BEHALF OF TENANT.
TENANT AGREES THAT IN THE EVENT ANY
PROCEEDINGS ARE BROUGHT FOR THE FORECLOSURE OF ANY MORTGAGE ENCUMBERING THE
BUILDING, TENANT SHALL ATTORN TO THE PURCHASER AT SUCH FORECLOSURE SALE, IF
REQUESTED TO DO SO BY SUCH PURCHASER AND PROVIDED THAT SUCH PURCHASER OR HOLDER
ASSUMES THE OBLIGATIONS OF LANDLORD UNDER THIS LEASE ARISING FROM AND AFTER THE
DATE OF SUCH TRANSFER. TENANT SHALL RECOGNIZE SUCH PURCHASER AS THE LANDLORD
UNDER THIS LEASE, AND TENANT WAIVES THE PROVISIONS OF ANY STATUTE OR RULE OF
LAW, NOW OR HEREAFTER IN EFFECT, WHICH MAY GIVE OR PURPORT TO GIVE TENANT ANY
RIGHT TO TERMINATE OR OTHERWISE ADVERSELY AFFECT THIS LEASE AND THE OBLIGATIONS
OF TENANT HEREUNDER IN THE EVENT ANY SUCH FORECLOSURE PROCEEDING IS PROSECUTED
OR COMPLETED.
SUBJECT TO THE PROVISIONS OF SECTION 21.3(C) AND (D), TENANT
AGREES THAT UPON SUCH ATTORNMENT, SUCH PURCHASER SHALL NOT (I) BE BOUND BY ANY
PAYMENT OF ANNUAL BASE RENT OR ADDITIONAL RENT FOR MORE THAN ONE (1) MONTH IN
ADVANCE, EXCEPT PREPAYMENTS IN THE NATURE OF SECURITY FOR THE PERFORMANCE BY
TENANT OF ITS OBLIGATIONS UNDER THIS LEASE, BUT ONLY TO THE EXTENT SUCH
PREPAYMENTS HAVE BEEN DELIVERED TO SUCH PURCHASER, (II) BE BOUND BY ANY
AMENDMENT OF THIS LEASE MADE WITHOUT THE CONSENT OF ANY LENDER OF WHICH TENANT
HAS NOTICE PROVIDING CONSTRUCTION OR PERMANENT FINANCING FOR THE BUILDING, (III)
BE LIABLE FOR DAMAGES FOR ANY ACT OR OMISSION OF ANY PRIOR LANDLORD, EXCEPT FOR
ACTS OR OMISSIONS OF A CONTINUING NATURE, AS TO WHICH SUCH PURCHASER SHALL BE
LIABLE ONLY FOR DAMAGES FIRST ARISING AFTER ATTORNMENT; PROVIDED THAT SUCH
PURCHASER SHALL NOT BE LIABLE FOR ANY LANDLORD OBLIGATIONS TO FUND ALLOWANCES OR
ANY DAMAGES FOR FAILURE TO DO THE SAME, WHETHER SUCH OBLIGATIONS FIRST ARISE
BEFORE OR AFTER ATTORNMENT; (IV) BE SUBJECT TO ANY OFFSETS OR DEFENSES WHICH
TENANT MIGHT HAVE AGAINST ANY PRIOR LANDLORD; PROVIDED, HOWEVER, THAT AFTER
SUCCEEDING TO LANDLORD'S INTEREST