Subordination, Non Disturbance and Attornment Agreement - Catalyst Two LLC

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D. The loan and financial accommodations of Lender to Lessor are made upon the condition that the Lease and the rights and estate of Lessee thereunder be junior to and subordinate to the lien and operation of, and subject to the terms of, the Loan Documents in every respect; and E. The parties hereto desire that the Lease and the rights and estate of Lessee thereunder be junior to and subordinate to the lien and operation of and subject to the terms of the Loan Documents in every respect; and F. The parties hereto desire that Lessee be assured of continued occupancy of the Demised Premises under the terms of the Lease and subject to the lien, operation, and terms of the Loan Documents in every respect. NOW, THEREFORE, the parties agree as follows: l . Lessee acknowledges that the Lease and the rights and the estate of Lessee thereunder are and shall be subject and junior to and subordinate to the Mortgage and the rights and estate of Lender thereunder and to the lien, operation, and effect of the Mortgage as it affects the Mortgaged Premises and the Demised Premises in every respect, and to all renewals, modifications, consolidations, replacements and extensions of the Mortgage. 2. In the event of foreclosure of the Mortgage, Lender will make no claim or demand for the termination of the Lease in the foreclosure proceedings so long as Lessee is not in default after notice and beyond applicable cure periods set forth under the Lease under any of the terms, covenants, or conditions of the Lease and has committed no act or omission which would constitute and there exists no state of facts which would constitute a default under the terms of the Lease. 3. Lessee acknowledges notice of the Mortgage and the Assignment, and consents to the terms and conditions thereof as the same are described in this Agreement. Lessee agrees to continue making payments of rent and other amounts owed under the Lease to Lessor, and to otherwise recognize the rights of Lessor under the Lease, until notified otherwise in writing by Lender, as herein provided. Lessor and Lessee agree that, if Lender delivers to Lessee a notice stating that a default has occurred under the Loan Documents and requesting that all payments due under the Lease be thereafter paid directly to Lender, Lessee shall thereafter make, and is hereby authorized and directed by Lessor to make, all such payments directly to Lender, as provided in the Mortgage and the Assignment, without any duty of further inquiry on the part of Lessee. 4. It is the express intent of the parties hereto that so long as the condition in Section 2 is satisfied foreclosure of the Mortgage or the exercise of any other remedies provided therein, or provided in any other instrument securing the indebtedness secured by the Mortgage, or the delivery of a deed to the Mortgaged Premises in lieu of foreclosure, shall not, of itself, result in the termination of the Lease, but that any purchaser or other grantee upon foreclosure of the Mortgage or a conveyance in lieu of foreclosure shall thereby automatically succeed to the position of Lessor under the Lease, as it may be amended, including provisions pertaining to renewals and options to purchase, if any. 5. If, by dispossession, foreclosure, or otherwise, Lender, its successors or assigns, or any purchaser at a foreclosure sale or otherwise shall come into possession or become the owner of the Mortgaged Premises, such person shall automatically and without any notice to Lessee succeed to the interest of Lessor under the Lease, and the Lease shall take effect as a lease of the Demised Premises, together with all of the rights and privileges therein contained, between such person and Lessee for the balance of the term of the Lease; upon written notice of the same, Lessee agrees to attorn to and accept in writing such person as lessor under the Lease, and to be bound by and to perform all of the obligations KD_SNDA (City of South Bend) (Building Two) (First Financial - Cata.._