Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. This Lease shall be subject and subordinate to any Security Agreement (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. 1. This Lease shall be subject and subordinate to any Security Agreement (as defined in Section 18 of this Lease) (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This The Lease shall be subject and subordinate to any Security Agreement, or any loan document secured by any Security Agreement (other than a ground lease) “Loan Document”), existing as of the date of mutual execution and delivery of this Lease (the Lease, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this the Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this the Lease (but the Security Holder, or such successor, shall be he subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this the Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornmentadornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment adornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be subject and subordinate to any Security Agreement (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default delimit by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be subject and subordinate to any Security Agreement (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Landlord or the mortgagee under any mortgage or the trustee under any trust deed or trust indenture, now or hereafter existing, (such mortgagee or trustee being in this Article 12.1 called the “Holder” and such mortgage or trust deed or trust indenture being called the “Security”) affecting the Lands or Building, exercisable at any time and from time to time by the Landlord or such Holder, be either subject and subordinate to such Security and accordingly not binding upon such Holder or of or, alternatively, prior to such Security and binding upon such Holder. On request at any other person or entity succeeding time and from time to time, the interest Tenant shall either postpone and subordinate this Lease with the intent and effect that this Lease and all rights of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, Tenant shall be subject to the continuing obligations rights of Landlord such Holder as fully as if the Security, regardless of when made, had been made prior to the extent arising from making of this Lease or, alternatively, to attorn to such Holder and after become bound to it as its tenant of the Premises for the then unexpired residue of the Term and upon the terms and conditions contained in this Lease, in each case as the Landlord or such succession Holder may require, without limiting the foregoing (and notwithstanding that any of previous attornment or subordination in favor of such Holder shall have been given) the Tenant shall execute promptly the appropriate instrument of postponement and subordination or alternatively the right instrument of attornment, as the case may be, in order to give effect to the extent foregoing. At the written request of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the Landlord shall use reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into commercial efforts to obtain a separate subordination, attornment and non-disturbance agreement directly with in favor of the Tenant governing Tenant’s obligation to attorn to from any Holder, provided the Security Holder or such successor in interest as lessor, the terms and provisions form of such agreement shall supersede is acceptable to the provisions Holder and the Landlord and further provided that the Tenant is responsible for the costs of this Subsectionobtaining such an agreement.

Subordination and Attornment. This The Lease shall be subject and subordinate to any Security Agreement, or any loan document secured by any Security Agreement (other than a ground lease) “Loan Document”), existing as of the date of mutual execution and delivery of this Lease (the Lease, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this the Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this the Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this the Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be subject and subordinate to any Security Agreement Mortgage (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder Mortgagee of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder Mortgagee or of any other person or entity succeeding to the interest of the Security Holder Mortgagee as a result of such enforcement, attorn to the Security Holder Mortgagee or to such person or entity and shall recognize the Security Holder Mortgagee or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder Mortgagee or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security HolderMortgagee, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security HolderMortgagee’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder Mortgagee or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder Mortgagee under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder Mortgagee or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be and the rights of the Lessee hereunder are expressly subject and subordinate to the lien and provisions of any Security Agreement (other than a mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or other security instrument or operating agreement (collectively called a "Security Instrument") now or hereafter existing encumbering the Premises, the Building, the Center, or any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon the security of such Security Instrument. The Lessee agrees to execute and deliver such further instruments, in such form as may reasonably be required by any holder of the date of mutual execution and delivery of a proposed or existing Security Instrument, subordinating this Lease (to the lien of any such Security Instrument as the same may be amended, restated, replaced, supplemented requested in writing by the Lessor or otherwise modified the Manager from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder foreclosure of any remedy under such Security Instrument by voluntary agreement or otherwise, or the commencement of any Existing Security Agreement or Existing Loan Documentjudicial action seeking such foreclosure, Tenant shallthe Lessee, at the option request of the Security Holder then lessor, shall attorn to and recognize such mortgagee or of purchaser in foreclosure as the Lessee's landlord under this Lease. The Lessee agrees to execute and deliver at any other person or entity succeeding to the interest of the Security Holder as a result time upon request of such enforcementmortgagee, attorn purchaser, or their successors, any instrument to the Security Holder or further evidence such attornment in form acceptable to such person and Lessee. The Lessee shall from time to time, upon not less than ten (10) days' prior written request by the Lessor or entity the Manager, deliver to the Lessor or the Manager a statement in writing certifying: that this Lease is unmodified and shall recognize in full force and effect, or, if there have been modifications, that this Lease, as modified, is in full force and effect; the Security Holder or such successor in amount of each item of the interest as lessor Rent then payable under this Lease without change and the date to which the Rent has been paid; that the Lessor is not in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but or, if in default, a detailed description of such default; that the Security Holder, Lessee is or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent is not in possession of the Security Holder’sPremises, or as the case may be; and containing such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant other information and agreements as may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsectionbe reasonably requested.

Subordination and Attornment. This (a) Except to the extent that Landlord’s mortgagee (or lessor under a ground lease) elects to make the Lease senior to the mortgage (or ground lease) pursuant to Section 25(b), Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any Security Agreement (other than a ground lease) existing as or underlying lease which may hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter encumbering the Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the security of the date such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of mutual execution such mortgage, and delivery to any replacements and substitutions for such mortgage. The terms of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, provision shall be subject to the continuing obligations self-operative and no further instrument of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Propertysubordination shall be required. Tenant, upon the reasonable request by the Security Holder or such successor of any party in interest, shall execute within ten (10) Business Days 39 of request by Landlord such instrument or certificates as may be reasonably required to carry out the intent hereof (including a Future SNDA (as defined below)), whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee. If Landlord or its mortgagee requests the same, Tenant agrees to execute, acknowledge and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into within ten (10) Business Days following demand a separate subordination, attornment and non-disturbance and attornment agreement directly with Tenant governing Tenant’s obligation to attorn (including a Future SNDA) evidencing such subordination of this Lease to the Security Holder lien of the mortgage or such successor lease. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in interest as lessorthe Premises or the Buildings pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the terms and provisions cancellation or termination of such agreement shall supersede the provisions obligations of this Subsectionthe Tenant hereunder.

Subordination and Attornment. This Lease shall be and the right of the Tenant hereunder are expressly subject and subordinate to the lien and provisions of any Security Agreement (other than a mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon such Security instrument. The Tenant agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any holder of a proposed or existing Security instrument, subordinating this Lease to the lien of any such Security Instrument as may be requested in writing by the Landlord or holder from time to time In the event of the date foreclosure of mutual execution any such Security Instrument by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, the Tenant, at the request of the then Landlord, shall attorn to and delivery of this Lease (recognize such mortgagee or purchaser in foreclosure as the same may be amendedTenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, restatedpurchaser, replacedor their successors, supplemented or otherwise modified any instrument to further evidence such attornment. The Tenant shall from time to time, an “Existing Security Agreement”upon not less than seven (7) or any loan document secured days' prior written request by any Existing Security Agreement (an “Existing Loan Document”). In the event Landlord, deliver to the Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect, or, if there have been modifications, that this Lease, as modified, is in full force and effect; providing a true, correct and complete copy of the enforcement by Lease and any and all modifications of the Lease: the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that the Landlord is not in default under this Lease or, if in default, a detailed description of such default; that the Tenant is or is not in possession of the Premises, as the case may be; and containing such other information and agreements as may be reasonably requested. Notwithstanding anything in this Lease (including, without limitation, this Section 20) to the contrary, however, Landlord shall cause the holder of such Security Holder interest shall execute and deliver to Tenant a nondisturbance and attornment agreement which provides that so long as no default has occurred and is continuing beyond the period of any time allowed for the remedy thereof under any Existing Security Agreement or Existing Loan Documentthe terms of this Lease, Tenant shall, at the option holder of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by Interest (i) any payment shall not disturb Tenant's leasehold interest or possession of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installmentPremises in accordance with the terms hereof, (ii) any act shall permit application of all proceeds of insurance and all awards and payments in connection with the exercise or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent threatened exercise of the Security Holder’s, or such successor’s, interest power of eminent domain in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly accordance with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this SubsectionLease, and (iii) waives all rights or interests in any trade fixtures of either Tenant or any of its subtenants. It shall be a condition to the effectiveness of this Lease and Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreement in accordance with the terms of the preceding sentence, with respect to each Security Interest which now constitutes a lien against the Building of the Property.

Subordination and Attornment. 1. This Lease shall be subject and subordinate to any Security Agreement (as defined in Article 18 of this Lease) (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the PropertyProperly), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. , Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be subject and subordinate to any Security Agreement (other than a ground lease) existing as of the date of mutual execution and delivery of this Lease (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by any Security Holder of any remedy under any Existing Security Agreement or Existing Loan Document, Tenant shall, at the option of the Security Holder or of any other person or entity succeeding to the interest of the Security Holder as a result of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize the Security Holder or such successor in the interest as lessor under this Lease without change in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but the Security Holder, or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’s, or such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessorlessor (including, without limitation, any such agreement executed and delivered pursuant to Section 17.1 of the Lease), the terms and provisions of such agreement shall supersede the provisions of this Subsection.

Subordination and Attornment. This Lease shall be and the right of the Tenant hereunder are expressly subject and subordinate to the lien and provisions of any Security Agreement (other than a mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or other security instrument operating agreement (collectively a "Security Instrument") now or hereafter encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon such Security Instrument. The Tenant agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any holder of a proposed or existing as of the date of mutual execution and delivery of Security Instrument, subordinating this Lease (to the lien of any such Security Instrument as the same may be amended, restated, replaced, supplemented requested in writing by the Landlord or otherwise modified holder from time to time, an “Existing Security Agreement”) or any loan document secured by any Existing Security Agreement (an “Existing Loan Document”). In the event of the enforcement by foreclosure of any Security Holder Instrument by voluntary agreement or otherwise, or the commencement of any remedy under any Existing Security Agreement or Existing Loan Documentjudicial action seeking such foreclosure, Tenant shallthe Tenant, at the option request of the Security Holder then Landlord, shall attorn to and recognize such mortgagee or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser, or their successors, any other person or entity succeeding instrument to further evidence such attornment. The Tenant shall from time to time, upon not less than seven (7) days' prior written request by the Landlord, deliver to the interest Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect, or, if there have been modifications, that this Lease, as modified, is in full force and effect; providing a true, correct and complete copy of the Security Holder as a result Lease and any and all modifications of such enforcement, attorn to the Security Holder or to such person or entity and shall recognize Lease; the Security Holder or such successor in amount of each item of the interest as lessor Rent then payable under this Lease without change and the date to which the Rent has been paid; that the Landlord is not in the provisions thereof; provided, however, the Security Holder or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but or, if in default, a detailed description of such default; that the Security Holder, Tenant is or such successor, shall be subject to the continuing obligations of Landlord to the extent arising from and after such succession to the extent is not in possession of the Security Holder’sPremises, or as the case may be; and containing such successor’s, interest in the Property), (iii) any credits, claims, setoffs or defenses which Tenant other information and agreements as may have against Landlord, or (iv) any obligation under this Lease to maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Security Holder or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Security Holder under any Existing Security Agreement or Existing Loan Document shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to attorn to the Security Holder or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Subsectionbe reasonably requested.