Common use of Rights of Mortgagees and Ground Lessors Clause in Contracts

Rights of Mortgagees and Ground Lessors. i. This Lease and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages and deeds of trust providing security for a payment performance with respect to the Property (each a “Mortgage”) and any Superior Lease and all renewals, extensions, modifications and replacements thereof; provided, however, if Landlord enters into any Superior Leases and/or Mortgages after the date hereof, Landlord shall deliver to Tenant an agreement (a “Non-Disturbance Agreement”) substantially in the form attached hereto as Exhibit H, with respect to the Massport Lease, and Exhibit I, with respect to a Mortgage, or in any other commercially reasonable form containing terms not materially less favorable to Tenant than Exhibits H or I, respectively, to the effect that, subject to the conditions set forth in clauses (a) - (g) of the following paragraph, Tenant’s rights under this Lease shall not be disturbed by the holder of such Superior Lease or Mortgage, so long as there shall exist no Event of Default hereunder as referred to in Section 8.1 hereof. This Section 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, any holder of a Superior Lease or any Mortgage or any of their respective successors in interest may reasonably require to evidence such subordination. The parties acknowledge that (a) Superior Leases as of the date hereof consist of (i) a certain Amended and Restated East Office /Garage Ground Lease (the “Massport Lease”) between Massachusetts Port Authority (“Massport”), as landlord, and 121A Owner, as tenant, dated as of October 31, 2000, and (ii) a certain Amended and Restated East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of October 31, 2000; and (b) that the Mortgage existing as of the date hereof consists of that certain Leasehold Mortgage, Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing) dated as of November 3, 2011, granted to Pacific Life Insurance Company and recorded with the Suffolk County Registry of Deeds in Book 48609, Page 1.

Rights of Mortgagees and Ground Lessors. i. (a) This Lease Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages and deeds of trust providing security for a payment performance with respect to the Property (each a “Mortgage”) and any Superior Lease and all renewals, extensions, modifications and replacements thereof; provided, howeverand to all Superior Mortgages whether or not any such Superior Mortgage shall also cover other lands and/or buildings, if Landlord enters into any to each and every advance made or hereafter to be made under such Superior Mortgages, and to all renewals, modifications, replacements and extensions of such Superior Leases and/or and such Superior Mortgages after the date hereofand all consolidations of such Superior Mortgages, provided that Landlord shall deliver to Tenant an agreement (a “"Non-Disturbance Agreement”") substantially of each such Superior Lessor or Superior Mortgagee in the customary form attached hereto as Exhibit H, with respect to the Massport Lease, and Exhibit I, with respect to a Mortgage, used by such Superior Lessor or in any other commercially reasonable form containing terms not materially less favorable to Tenant than Exhibits H or I, respectively, Superior Mortgagee to the effect that, subject to the conditions set forth in clauses (a) - (g) of the following paragraph, Tenant’s 's rights under this Lease shall not be disturbed by the holder of such Superior Lease Lessor or MortgageSuperior Mortgagee, so long as there shall exist no Event event of Default default hereunder as referred to in Section 8.1 hereof. This Section 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, any holder of a Superior Lease Lessor or any Mortgage Superior Mortgagee or any of their respective successors in interest may reasonably require to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called "Superior Lessor"; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder of a Superior Mortgage is herein called "Superior Mortgagee". The parties acknowledge that (a) Superior Leases as of the date hereof consist of (i) a certain Amended and Restated East Office /Garage Ground Lease (the “"Massport Lease”") between Massachusetts Port Authority (“"Massport”"), as landlord, and 121A Owner, as tenant, dated as of October 31July 13, 20001998, and (ii) a certain Amended and Restated East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of October 31July 13, 2000; and (b) that the Mortgage existing as of the date hereof consists of that certain Leasehold Mortgage, Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing) dated as of November 3, 2011, granted to Pacific Life Insurance Company and recorded with the Suffolk County Registry of Deeds in Book 48609, Page 11998.

Rights of Mortgagees and Ground Lessors. i. This If and only if Tenant receives so-called nondisturbance agreement(s) (“Nondisturbance Agreements”) whereby its rights under this Lease shall be recognized by any Superior Lessor or Superior Mortgagee, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages and deeds of trust providing security for a payment performance with respect to the Property (each a “Mortgage”) and any Superior Lease ground or master lease, and all renewals, extensions, modifications and replacements thereof; provided, however, if Landlord enters into any Superior Leases and/or Mortgages after the date hereof, Landlord shall deliver to Tenant an agreement (a “Non-Disturbance Agreement”) substantially in the form attached hereto as Exhibit H, with respect to the Massport Lease, and Exhibit Ito all mortgages, with respect to a Mortgagewhich may now or hereafter affect the Building or the Property and/or any of such leases, whether or in any not such mortgages shall also cover other commercially reasonable form containing terms not materially less favorable to Tenant than Exhibits H or I, respectivelylands and/or buildings and/or leases, to the effect thateach and every advance made or hereafter to be made under such mortgages, subject and to the conditions set forth in clauses (a) - (g) of the following paragraphall renewals, Tenant’s rights under this Lease shall not be disturbed by the holder modifications, replacements and extensions of such Superior Lease or Mortgage, so long as there shall exist no Event leases and such mortgages and all consolidations of Default hereunder as referred to in Section 8.1 hereof. This Section shall be self-operative and no further instrument of subordination shall be requiredsuch mortgages. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of a Superior Lease or any Mortgage such mortgage or any of their respective successors in interest may reasonably require request to evidence such subordinationsubordination (but only if Tenant receives the Nondisturbance Agreement(s) as aforesaid). The parties acknowledge Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is, at the time referred to, subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that (a) Superior Leases such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the date hereof consist terms, conditions and covenants as are set forth in this Lease subject to the terms of (i) any applicable Nondisturbance Agreement. Tenant agrees at any time and from time to time to execute a certain Amended and Restated East Office /Garage Ground Lease (the “Massport Lease”) between Massachusetts Port Authority (“Massport”)suitable instrument in confirmation of Tenant’s agreement to attorn, as landlord, and 121A Owner, as tenant, dated as of October 31, 2000, and (ii) a certain Amended and Restated East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of October 31, 2000; and (b) that the Mortgage existing as of the date hereof consists of that certain Leasehold Mortgage, Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing) dated as of November 3, 2011, granted to Pacific Life Insurance Company and recorded with the Suffolk County Registry of Deeds in Book 48609, Page 1aforesaid.

Rights of Mortgagees and Ground Lessors. i. This Landlord may have --------------------------------------- heretofore encumbered the Leased Premises with a Mortgage and may hereafter encumber the Leased Premises, or any interest therein with additional mortgages, may sell and lease back the Leased Premises, or any part thereof, and may encumber the leasehold estate under such a sale and leaseback arrangement with one or more mortgages. (Any such mortgage is herein called a "Mortgage" and the holder of any such mortgage is herein called a "Mortgagee". Any such lease of the Leased Premises is herein called a "Ground Lease" and the lessor under any such lease is herein called a "Ground Lessor".) To the extent Landlord complies with subparagraph 2.e.ii. above, this Lease and all the rights of Tenant hereunder, are and hereunder ------------------- shall be and are hereby expressly made subject to and subordinate at all times to each Mortgage and to any Ground Lease (it being agreed by Tenant that in the case of a Ground Lease Tenant's right to possession shall be as a subtenant) now or hereafter existing, and to all mortgages and deeds of trust providing security for a payment performance with respect to the Property (each a “Mortgage”) and any Superior Lease and all amendments, modifications, renewals, extensions, modifications consolidations and replacements of each of the foregoing, and to all advances made or hereafter to be made upon the security thereof; provided. The subordination expressed in the preceding sentence shall be automatic and shall require no further action by Landlord or Tenant for its effectiveness. However, however, if Landlord enters into any Superior Leases and/or Mortgages after the date hereof, Landlord shall Tenant agrees to execute and deliver to Landlord such further instruments consenting to or confirming the subordination of this Lease to any Mortgage referred to and to any Ground Lease and containing such other provisions which may be requested in writing by Landlord within two weeks after Tenant's receipt of such written request. Tenant agrees to give any Mortgagee or Ground Lessor written notice of any default by Landlord and grants to such Mortgagee or Ground Lessor an agreement (a “Non-Disturbance Agreement”) substantially opportunity to cure any such default within the same time periods specified in this Lease for Landlord to cure any such default or such additional reasonable period of time as may be requested by the Mortgagee or Ground Lessor. Tenant shall accept such performance by or at the instigation of such Mortgagee or Ground Lessor as if the same had been done by Landlord. Any such notice shall be sent to the Mortgagees and Ground Lessor at the most recent address as to which Landlord or such Mortgagees or Ground Lessor shall have notified Tenant in writing, and such notices shall be given in the form attached hereto as Exhibit H, with respect to the Massport Lease, and Exhibit I, with respect to a Mortgagemanner described in subparagraph 11.a. above. ------------------ If any Mortgage is foreclosed, or in any other commercially reasonable form containing terms not materially less favorable to Tenant than Exhibits H or I, respectively, to the effect that, subject to the conditions set forth in clauses (a) - (g) of the following paragraph, Tenant’s rights Landlord's interest under this Lease shall not be disturbed by the holder is conveyed or transferred in lieu of such Superior Lease foreclosure, or Mortgage, so long as there shall exist no Event of Default hereunder as referred to in Section 8.1 hereof. This Section 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 if any instrument that Landlord, any holder of a Superior Lease or any Mortgage or any of their respective successors in interest may reasonably require to evidence such subordination. The parties acknowledge that (a) Superior Leases as of the date hereof consist of (i) a certain Amended and Restated East Office /Garage Ground Lease (the “Massport Lease”) between Massachusetts Port Authority (“Massport”), as landlord, and 121A Owner, as tenant, dated as of October 31, 2000, and (ii) a certain Amended and Restated East Office Operating Sublease between 121A Owner, as landlord, and Landlord, as tenant, dated as of October 31, 2000; and (b) that the Mortgage existing as of the date hereof consists of that certain Leasehold Mortgage, Financing Statement and Security Agreement (With Assignment of Rents and Fixture Filing) dated as of November 3, 2011, granted to Pacific Life Insurance Company and recorded with the Suffolk County Registry of Deeds in Book 48609, Page 1.is terminated: