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b. Former Landlord. A"Former Landlord"means Landlord and any other party that was landlord under the Lease at any time before the occurrence of any attornment under this Agreement. C. Offset Right. An"Offset Right" means any right or alleged right of Tenants to any offset, defense (other than one arising from actual payment and performance, which payment and performance would bind a Successor Landlord pursuant to this Agreement), claim, counterclaim, reduction, deduction, or abatement against Tenants' payment of Rent or performance of Tenants' other obligations under the Lease, arising (whether under the Lease or under applicable law) from Landlord's breach or default under the Lease. d. Rent. The"Rent"means any fixed rent,base rent or additional rent under the Lease. e. Successor Landlord. A"Successor Landlord"means any party that becomes owner of the Property as the result of a Foreclosure Event. f. Termination Right. A "Termination Right" means any right of Tenants to cancel or terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or under applicable law) from Landlord's breach or default under the Lease. g. Other Capitalized Terms. If any capitalized term is used in this Agreement and no separate definition is contained in this Agreement, then such term shall have the same respective definition as set forth in the Lease. 2. Subordination. Subject to the provisions hereof, the Lease, as the same may hereafter be modified, amended or extended, shall be, and shall at all times remain, subject and subordinate to the lien of the Mortgage (but not to the terms thereof), and all advances made under the Mortgage. Notwithstanding the foregoing, Mortgagee may elect, in its sole and absolute discretion, to subordinate the lien of the Mortgage to the Lease. 3. Nondisturbance, Recognition and Attornment. a. No Exercise of Mortgage Remedies Against Tenants. So long as the Tenants are not in default under the Lease beyond any applicable grace or cure periods (including the additional cure periods afforded to Tenants' leasehold mortgagee pursuant to Exhibit B-1 thereto) with respect to a default that would allow Landlord, pursuant to the Lease, to terminate same (an "Event of Default"), Mortgagee (i) shall not terminate or disturb Tenants' possession of the Leased Premises or rights under the Lease, except in accordance with the terms of the Lease and (ii) shall not name or join Tenants as a defendant in any exercise of Mortgagee's rights and remedies arising upon a default under the Mortgage unless applicable law requires Tenants to be made a party thereto as a condition to proceeding against Landlord or prosecuting such rights and remedies. In the latter case, Mortgagee may join Tenants as a defendant in such action only for such purpose and not to terminate the Lease or otherwise adversely affect Tenants' rights under the Lease or this Agreement in such action. b. Recognition and Attornment. Upon Successor Landlord taking title to the Property (i) Successor Landlord shall be bound to Tenants under all the terms and conditions of the Lease (except as provided in this Agreement); (ii) Tenants shall recognize and attorn to Successor Landlord as Tenants' direct landlord under the Lease as affected by this Agreement; and (iii) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenants.Tenants hereby acknowledge that pursuant to the Mortgage and assignment of rents, leases and profits, Landlord has granted to the Mortgagee an absolute, present 39