agreements set
forth below, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
TENANT AGREES THAT THE LEASE IS AND SHALL BE SUBJECT AND
SUBORDINATE TO THE SECURITY DOCUMENTS AND TO ALL PRESENT OR FUTURE ADVANCES
UNDER THE OBLIGATIONS SECURED THEREBY AND ALL RENEWALS, AMENDMENTS,
MODIFICATIONS, CONSOLIDATIONS, REPLACEMENTS AND EXTENSIONS OF THE SECURED
OBLIGATIONS AND THE SECURITY DOCUMENTS, TO THE FULL EXTENT OF ALL AMOUNTS
SECURED BY THE SECURITY DOCUMENTS FROM TIME TO TIME.
SAID SUBORDINATION IS TO
HAVE THE SAME FORCE AND EFFECT AS IF THE SECURITY DOCUMENTS AND SUCH RENEWALS,
MODIFICATIONS, CONSOLIDATIONS, REPLACEMENTS AND EXTENSIONS THEREOF HAD BEEN
EXECUTED, ACKNOWLEDGED, DELIVERED AND RECORDED PRIOR TO THE LEASE, ANY
AMENDMENTS OR MODIFICATIONS THEREOF AND ANY NOTICE THEREOF.
25
2.
LENDER AGREES THAT, IF THE LENDER EXERCISES ANY OF ITS RIGHTS
UNDER THE SECURITY DOCUMENTS, INCLUDING AN ENTRY BY LENDER PURSUANT TO THE
MORTGAGE OR A FORECLOSURE OF THE MORTGAGE, LENDER SHALL NOT DISTURB TENANT'S
RIGHT OF QUIET POSSESSION OF THE PREMISES UNDER THE TERMS OF THE LEASE SO LONG
AS TENANT IS NOT IN DEFAULT BEYOND ANY APPLICABLE GRACE PERIOD OF ANY TERM,
COVENANT OR CONDITION OF THE LEASE.
3.
TENANT AGREES THAT, IN THE EVENT OF A FORECLOSURE OF THE MORTGAGE
BY LENDER OR THE ACCEPTANCE OF A DEED IN LIEU OF FORECLOSURE BY LENDER OR ANY
OTHER SUCCESSION OF LENDER TO FEE OWNERSHIP, TENANT WILL ATTORN TO AND RECOGNIZE
LENDER AS ITS LANDLORD UNDER THE LEASE FOR THE REMAINDER OF THE TERM OF THE
LEASE (INCLUDING ALL EXTENSION PERIODS WHICH HAVE BEEN OR ARE HEREAFTER
EXERCISED) UPON THE SAME TERMS AND CONDITIONS AS ARE SET FORTH IN THE LEASE, AND
TENANT HEREBY AGREES TO PAY AND PERFORM ALL OF THE OBLIGATIONS OF TENANT
PURSUANT TO THE LEASE.
4.
TENANT AGREES THAT, IN THE EVENT LENDER SUCCEEDS TO THE INTEREST
OF LANDLORD UNDER THE LEASE, LENDER SHALL NOT BE:
(a)
liable for any act or omission of any prior Landlord (including,
without limitation, the then defaulting Landlord), other than those of a
continuing nature, or
(B)
SUBJECT TO ANY DEFENSE OR OFFSETS WHICH TENANT MAY HAVE AGAINST
ANY PRIOR LANDLORD (INCLUDING, WITHOUT LIMITATION, THE THEN DEFAULTING LANDLORD)
UNLESS LENDER HAS RECEIVED WRITTEN NOTICE OF SAME, OR
(C)
BOUND BY ANY PAYMENT OF RENT OR ADDITIONAL RENT WHICH TENANT MIGHT
HAVE PAID FOR MORE THAN ONE INSTALLMENT IN ADVANCE OF THE DUE DATE UNDER THE
LEASE TO ANY PRIOR LANDLORD (INCLUDING, WITHOUT LIMITATION, THE THEN DEFAULTING
LANDLORD), OR
(D)
BOUND BY ANY OBLIGATION TO MAKE ANY PAYMENT TO TENANT WHICH WAS
REQUIRED TO BE MADE PRIOR TO THE TIME LENDER SUCCEEDED TO ANY PRIOR LANDLORD'S
INTEREST OTHER THAN THE ALLOWANCE AMOUNT AND THE SPACE PLANNING ALLOWANCE, OR
(E)
ACCOUNTABLE FOR ANY MONIES DEPOSITED WITH ANY PRIOR LANDLORD
(INCLUDING SECURITY DEPOSITS), EXCEPT TO THE EXTENT SUCH MONIES ARE ACTUALLY
RECEIVED BY LENDER, OR
(F)
BOUND BY ANY SURRENDER, TERMINATION, AMENDMENT OR MODIFICATION OF
THE LEASE MADE WITHOUT THE CONSENT OF LENDER, PROVIDED