Common use of Lease Subordination Clause in Contracts

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") and to all mortgages which may now or hereafter affect such leases or the Real Property, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "Superior Lease" and such mortgages as above described are referred to herein collectively as the "Mortgage"). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may request. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially and

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") and to all mortgages which may now or hereafter affect such leases or the Real Property, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "Superior Lease" and such mortgages as above described are referred to herein collectively as the "Mortgage"). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may request, and Tenant hereby, irrevocably constitutes and appoints Owner and all such lessors and holders, acting jointly or severally, as Tenant's agent and attorney-in-fact to execute any such certificate or other instrument for or on behalf of Tenant. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially andand adversely affect the rights, of Tenant under this Lease. No act or failure to act on the part of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner's act or failure to act to the holder or holders of any Mortgage and/or the lessor under any Superior Lease of whom Tenant has been given written notice, specifying the act or failure to act on the part of Owner which could or would give basis to Tenant's rights; and (ii) the holder or holders of such Mortgage and/or the lessors under any Superior Lease, after receipt of such notice, have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this sentence shall be deemed to impose any obligation on any such holder or lessor to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Building if any such holder or lessor elects to do so (provided such holder or lessor institutes proceedings to obtain possession within a reasonable time after notice from Tenant pursuant to the foregoing provisions and conducts such proceedings with reasonable diligence) and a reasonable time after so obtaining possession to correct or cure the condition if such condition is determined to exist (provided such holder or lessor commences said cure within ten (10) days after obtaining possession and prosecutes the work required to cure with reasonable diligence).

Lease Subordination. This Lease and all rights the terms, ------------------- covenants and provisions thereof and all rights, remedies and options of Tenant under this Lease areas the same may hereafter be modified, amended or extended are and shall remain, unconditionally remain subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the mortgages which will affect the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of and the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent lien thereof on the south to the plot date of land upon execution and delivery of this lease which the Building stands, which lease is recorded in the Office will be held by The Prudential Insurance Company of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") America and to all any additional mortgages which may now or hereafter affect held by such leases or the Real Property, holder and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases mortgages. Owner shall obtain and deliver to Tenant simultaneously with the execution and delivery of this Lease an agreement from the then holder or holders of said mortgages substantially to the effect that in the event of any foreclosure of said mortgages (including any such leases additional mortgages hereafter held by such holder or holders), such holder or holders will not make Tenant a party-defendant to such foreclosure (unless required by law in order to obtain jurisdiction, but in such event, no judgment foreclosing this Lease will be sought) nor disturb its possession under this Lease so long as above described are referred to herein collectively as the "Superior Lease" and such mortgages as above described are referred to herein collectively as the "Mortgage"). The foregoing provisions of this Section there shall be self-operative and no further instrument of subordination shall be required. In confirmation of default by Tenant under this Lease beyond applicable grace periods (any such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owneragreement, or any lessor under any Superior Lease, or any holder agreement of any Mortgage may request. If, similar import is referred to in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition "Non-Disturbance Agreement"). If Owner shall fail to make timely delivery to Tenant of such financingNon-Disturbance Agreement executed by the then holder or holders of such presently existing mortgages, Tenant, as Tenant's sole remedy for such failure, shall have the right, exercisable within thirty (30) days after the date of the execution and unconditional delivery of this Lease, to cancel and terminate this Lease by notice to Owner. Upon the giving of such notice of cancellation and termination, this Lease shall terminate and come to an end, and neither party shall have any further rights or liabilities under this Lease. It is agreed that time is of the essence with respect to any such notice of cancellation and termination, and that Tenant covenants shall not unreasonably have the right to withhold give any such notice after the thirty (30) day period referred to in the immediately preceding sentence, and that any such notice given after the expiration of such period shall have no force or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially andeffect.

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") thereof and to all mortgages which may now or hereafter affect such leases or the Real Property, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "Superior Lease" and such mortgages as above described are referred to herein collectively as the "Mortgage"). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may request, and in the event Tenant fails to execute and deliver any such certificate or other instrument within fifteen (15) days after Owner's or such lessor's or holder's request therefor, Tenant hereby, irrevocably constitutes and appoints Owner and all such lessors and holders, acting jointly or severally, as Tenant's agent and attorney-in-fact to execute any such certificate or other instrument for or on behalf of Tenant. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially andand adversely affect the rights, of Tenant under this Lease. No act or failure to act on the part of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner's act or failure to act to the holder or holders of any Mortgage and/or the lessor under any Superior Lease of whom Tenant has been given written notice, specifying the act or failure to act on the part of Owner which could or would give basis to Tenant's rights; and (ii) the holder or holders of such Mortgage and/or the lessors under any Superior Lease, after receipt of such notice, have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this sentence shall be deemed to impose any obligation on any such holder or lessor to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Building if any such holder or lessor elects to do so (provided such holder or lessor institutes proceedings to obtain possession within a reasonable time after notice from Tenant pursuant to the foregoing provisions and conducts such proceedings with reasonable diligence) and a reasonable time after so obtaining possession to correct or cure the condition if such condition is determined to exist (provided such holder or lessor commences said cure within ten (10) days after obtaining possession and prosecutes the work required to cure with reasonable diligence).

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") and to all mortgages which may now or hereafter affect such leases or the Real Property, of which Tenant has been given notice and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "Superior Lease" and such mortgages as above described are referred to herein collectively as the "Mortgage"). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may request. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially andand adversely affect the rights, of Tenant under this Lease. No act or failure to act on the part of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner's act or failure to act to the holder or holders of any Mortgage and/or the lessor under any Superior Lease of whom Tenant has been given written notice, specifying the act or failure to act on the part of Owner which could or would give basis to Tenant's rights; and (ii) the holder or holders of such Mortgage and/or the lessors under any Superior Lease, after receipt of such notice, have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this sentence shall be deemed to impose any obligation on any such holder or lessor to correct or cure any such condition but in no event shall Owner be relieved of its obligations hereunder. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Building if any such holder or lessor elects to do so (provided such holder or lessor institutes proceedings to obtain possession within a reasonable time after notice from Tenant pursuant to the foregoing provisions and conducts such proceedings with reasonable diligence) and a reasonable time after so obtaining possession to correct or cure the condition if such condition is determined to exist (provided such holder or lessor commences said cure within ten (10) days after obtaining possession and prosecutes the work required to cure with reasonable diligence).

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") and to all mortgages which may now or hereafter affect such leases or the Real Property, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "“Superior Lease" ” and such mortgages as above described are referred to herein collectively as the "“Mortgage"”). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may reasonably request. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not materially increase the obligations, or materially andand adversely affect the rights, of Tenant under this Lease. No act or failure to act on the part of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant’s obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner’s act or failure to act to the holder or holders of any

Lease Subordination. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to all ground and underlying leases now or hereafter in effect affecting the Real Property or any portion thereof, including, but not limited to, a certain lease dated as of the 10th day of April, 1970, between the City of New York, as landlord, and 41 Madison Company, as tenant, affecting the real property immediately adjacent on the south to the plot of land upon which the Building stands, which lease is recorded in the Office of the Register of the City of New York, New York County, in Reel 174, page 798 (said lease is referred to as the "Air Rights Lease") and to all mortgages which may now or hereafter affect such leases or the Real Property, and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such leases and mortgages (such leases as above described are referred to herein collectively as the "Superior LeaseSUPERIOR LEASE" and such mortgages as above described are referred to herein collectively as the "MortgageMORTGAGE"). The foregoing provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any reasonable certificate or other instrument which Owner, or any lessor under any Superior Lease, or any holder of any Mortgage may request, and Tenant hereby, irrevocably constitutes and appoints Owner and all such lessors and holders, acting jointly or severally, as Tenant's agent and attorney-in-fact to execute any such certificate or other instrument for or on behalf of Tenant. If, in connection with obtaining financing with respect to the Building, the Real Property, or the interest of the lessee under any Superior Lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not increase the monetary obligations or materially increase the non-monetary obligations, or materially andand adversely affect the rights, of Tenant under this Lease. No act or failure to act on the part of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner's act or failure to act to the holder or holders of any Mortgage and/or the lessor under any Superior Lease of whom Tenant has been given written notice, specifying the act or failure to act on the part of Owner which could or would give basis to Tenant's rights; and (ii) the holder or holders of such Mortgage and/or the lessors under any Superior Lease, after receipt of such notice, have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this sentence shall be deemed to impose any obligation on any such holder or lessor to correct or cure any such condition. "REASONABLE TIME" as used above means and includes a reasonable time to obtain possession of the Building if any such holder or lessor elects to do so (provided such holder or lessor institutes proceedings to obtain possession within a reasonable time after notice from Tenant pursuant to the foregoing provisions and conducts such proceedings with reasonable diligence) and a reasonable time after so obtaining possession to correct or cure the condition if such condition is determined to exist (provided such holder or lessor commences said cure within ten (10) days after obtaining possession and prosecutes the work required to cure with reasonable diligence).