TENANT'S SOLE COST AND EXPENSE,
RESTORE, RECONSTRUCT AND REBUILD THE REMAINING PORTION OF THE PREMISES AND ALL
THE APPURTENANCES, EQUIPMENT, UTILITIES, FACILITIES AND INSTALLATIONS TO THEIR
CONDITION PRIOR TO SUCH TAKING, IN SUCH MANNER THAT THE RESULTING PREMISES SHALL
BE A COMPLETE AND INTEGRATED STRUCTURAL, ARCHITECTURAL AND FUNCTIONAL UNIT
SIMILAR TO AND OF EQUAL MATERIAL AND WORKMANSHIP TO THE PREMISES.
(D)
NOTWITHSTANDING THAT THE NATURE OF THE WORK TO BE PERFORMED AS A RESULT
OF THE TAKING MAY BE SUCH AS TO PREVENT THE OPERATION OF THE BUSINESS THEN BEING
CONDUCTED THEREON, OR TO MAKE IT IMPRACTICAL SO TO DO, THE RENT AND OTHER
CHARGES TO BE PAID BY TENANT UNDER THIS LEASE SHALL IN NO EVENT ABATE DURING THE
PERFORMANCE OF SUCH WORK BY TENANT.
(E)
IN THE EVENT OF ANY TAKING UNDER THE POWER OF EMINENT DOMAIN, LANDLORD
SHALL BE ENTITLED TO AND SHALL RECEIVE THE ENTIRE AWARD, EXCEPT THAT TENANT
SHALL BE ENTITLED TO AND SHALL RECEIVE ANY PART OF ANY AWARD MADE FOR TENANT'S
COST OF MOVING TENANT'S TRADE FIXTURES.
13.
Subordination.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 13(D) HEREOF, THIS LEASE, AND ALL
RIGHTS OF TENANT HEREUNDER, ARE AND SHALL BE SUBJECT AND SUBORDINATE TO ALL
OTHER GROUND LEASES OR UNDERLEASES OR MORTGAGES WHICH MAY NOW OR HEREAFTER
AFFECT THE PREMISES, AND TO ALL RENEWALS, MODIFICATIONS, REPLACEMENTS AND
EXTENSIONS OF SUCH MORTGAGES AND SPREADERS AND CONSOLIDATIONS OF SUCH
MORTGAGES.
THIS SECTION 13(A) SHALL BE SELF-OPERATIVE AND NO FURTHER INSTRUMENT
OF SUBORDINATION SHALL BE REQUIRED.
IN CONFIRMATION OF SUCH SUBORDINATION,
TENANT SHALL PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER ANY INSTRUMENT THAT
LANDLORD, THE LESSOR UNDER ANY GROUND OR UNDERLYING LEASE OR THE HOLDER OF ANY
SUCH MORTGAGE OR ANY OF THEIR RESPECTIVE SUCCESSORS IN INTEREST MAY REASONABLY
REQUEST TO EVIDENCE SUCH SUBORDINATION.
ANY MORTGAGE TO WHICH THIS LEASE IS, AT
THE TIME REFERRED TO, SUBJECT AND SUBORDINATE IS HEREIN CALLED A "SUPERIOR
MORTGAGE" AND THE HOLDER OF A SUPERIOR MORTGAGE IS HEREIN CALLED A "SUPERIOR
MORTGAGEE".
ANY GROUND LEASE OR UNDERLYING LEASE TO WHICH THIS LEASE IS, AT THE
TIME REFERRED TO, SUBJECT AND SUBORDINATE IS HEREIN CALLED A "SUPERIOR LEASE"
AND THE LESSOR UNDER A SUPERIOR LEASE IS HEREIN CALLED A "SUPERIOR LESSOR".
(B)
LANDLORD HEREBY REPRESENTS THAT, TO LANDLORD'S ACTUAL KNOWLEDGE, THE
ONLY EXISTING SUPERIOR MORTGAGE AS OF THE DATE HEREOF IS THAT CERTAIN [TO BE
COMPLETED UPON EXECUTION OF THIS LEASE] (THE "EXISTING MORTGAGE").
(C)
CONCURRENTLY WITH EXECUTION OF THIS LEASE, LANDLORD, TENANT AND THE
SUPERIOR MORTGAGEE UNDER THE EXISTING MORTGAGE, HAVE EXECUTED A SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT (AN "SNDA AGREEMENT") WITH RESPECT TO
THE EXISTING MORTGAGE IN THE FORM ANNEXED HERETO AS EXHIBIT C-1, WITH SUCH
REASONABLE CHANGES THERETO AS
11
MAY BE REQUESTED BY THE APPLICABLE SUPERIOR MORTGAGEE PROVIDED SUCH CHANGES ARE
REASONABLY ACCEPTABLE TO TENANT.
(D)
WITH RESPECT TO FUTURE SUPERIOR MORTGAGES AND SUPERIOR LEASES, THE
PROVISIONS OF SECTION 13(A) HEREOF SHALL BE CONDITIONED UPON THE EXECUTION,
ACKNOWLEDGMENT AND DELIVERY BY AND BETWEEN TENANT AND ANY SUCH SUPERIOR