A "SECURITY DEVICE") NOW OR HEREAFTER PLACED
UPON, AFFECTING OR ENCUMBERING THE PROJECT OR ANY PART THEREOF OR INTEREST
THEREIN, AND TO ANY AND ALL ADVANCES MADE THEREUNDER, INTEREST THEREON OR COSTS
INCURRED AND ANY MODIFICATIONS, RENEWALS, SUPPLEMENTS, CONSOLIDATIONS,
REPLACEMENTS AND EXTENSIONS THEREOF.
WITH RESPECT TO ANY SECURITY DEVICE
ENTERED INTO BY LANDLORD AFTER THE DATE OF EXECUTION OF THIS LEASE, TENANT'S
OBLIGATION TO SUBORDINATE THE RIGHTS OF TENANT HEREUNDER TO SUCH SECURITY DEVICE
SHALL BE CONDITIONED ON TENANT'S RECEIPT FROM THE HOLDER OF OR BENEFICIARY UNDER
SUCH ENCUMBRANCE (EACH, A "HOLDER") OF ASSURANCE (A "NONDISTURBANCE AGREEMENT"),
IN COMMERCIALLY REASONABLE FORM, THAT TENANT'S POSSESSION AND RIGHTS UNDER THIS
LEASE WILL NOT BE DISTURBED SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE
AND ATTORNS TO THE RECORD OWNER OF THE PREMISES.
WITHOUT THE CONSENT OF TENANT,
A HOLDER SHALL HAVE THE RIGHT TO ELECT TO BE SUBJECT AND SUBORDINATE TO THIS
LEASE, SUCH SUBORDINATION TO BE EFFECTIVE UPON SUCH TERMS AND CONDITIONS AS SUCH
HOLDER MAY DIRECT WHICH ARE NOT INCONSISTENT WITH THE PROVISIONS HEREOF.
TENANT
AGREES TO ATTORN TO, AND RECOGNIZE AS THE LANDLORD UNDER THIS LEASE, THE HOLDER
OR ANY OTHER PARTY THAT ACQUIRES OWNERSHIP OF THE PREMISES BY REASON OF A
FORECLOSURE OR SALE UNDER ANY SECURITY DEVICE (OR DEED IN LIEU THEREOF) AND TO
EXECUTE SUCH AGREEMENTS CONFIRMING SUCH ATTORNMENT AS SUCH PARTY MAY REASONABLY
REQUEST SUBJECT TO TENANT'S RECEIPT OF A NONDISTURBANCE AGREEMENT, AS REQUIRED
HEREUNDER.
THE NEW OWNER FOLLOWING A FORECLOSURE OR A SALE OR DEED IN LIEU OF
FORECLOSURE UNDER A SECURITY DEVICE SHALL NOT BE (I) LIABLE FOR ANY ACT OR
OMISSION OF ANY PRIOR LANDLORD OR WITH RESPECT TO EVENTS OCCURRING PRIOR TO
ACQUISITION OF OWNERSHIP (BUT SHALL CURE ANY DEFAULT OF A PRIOR LANDLORD THAT IS
CONTINUING AS OF THE DATE THE NEW OWNER ACQUIRES LEGAL TITLE TO THE PROJECT);
(II) SUBJECT TO ANY OFFSETS OR DEFENSES WHICH TENANT MIGHT HAVE AGAINST ANY
PRIOR LANDLORD (EXCEPT TO THE EXTENT THAT (A) SUCH OFFSET OR DEFENSE IS
SPECIFICALLY PROVIDED BY THIS LEASE, (B) THE NEW OWNER HAS BEEN NOTIFIED IN
WRITING OF THE SITUATION GIVING RISE TO SUCH OFFSET OR DEFENSE, AND (C) THE NEW
OWNER HAS FAILED TO REMEDY SUCH SITUATION WITHIN THE SAME PERIOD OF TIME AS IS
GIVEN THE LANDLORD UNDER THE LEASE (BUT NOT LESS THAN THIRTY (30) DAYS) TO
REMEDY SUCH SITUATION); (III) BOUND BY PREPAYMENT OF MORE THAN ONE (1) MONTH'S
RENT; OR (IV) LIABLE TO TENANT FOR ANY SECURITY DEPOSIT NOT ACTUALLY RECEIVED BY
SUCH NEW OWNER.
LANDLORD WARRANTS THAT AS OF THE DATE HEREOF THERE IS NO
SECURITY DEVICE ENCUMBERING THE PROJECT.
9.2
LEASE MODIFICATIONS.
TENANT SHALL NOT UNREASONABLY WITHHOLD ITS
CONSENT TO CHANGES OR AMENDMENTS TO THIS LEASE REQUESTED BY A HOLDER SO LONG AS
THESE CHANGES DO NOT ALTER THE BASIC BUSINESS TERMS OF THIS LEASE OR OTHERWISE
MATERIALLY DIMINISH ANY RIGHTS OR MATERIALLY INCREASE ANY OBLIGATIONS OF TENANT
HEREUNDER. TENANT'S FAILURE TO DELIVER THE REQUIRED DOCUMENT WITHIN TEN