Common use of Financings Clause in Contracts

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien of any security interests, mortgages or trust deeds, now or hereafter in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee).

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this This Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien lien of any security interests, mortgages or trust deeds, now or hereafter in force, force against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise foreclosure of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims deductions or set‑offs set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser purchaser, or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall may be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit CB, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce foreclosure proceeding brought under such security interest, mortgage or deed of trust trust, or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and Tenant is not continuing in default or breach of its obligations under this Lease (either, an “SNDA”). Without limiting the foregoing, (a) as of the Commencement Date, each of Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit B , and (b) Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten eight (10) Business Days 8) days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s MortgageeLender).. MASTER LAND AND BUILDING LEASE

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien lien of any security interests, mortgages or trust deeds, now or hereafter in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise foreclosure of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee).lessor

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien lien of any security interests, mortgages or trust deeds, now or hereafter in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise foreclosure of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease MASTER LAND AND BUILDING LEASE (as applicablePool 2), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee).

Financings. Section 23.01 Subject to and in accordance with 26.01 Except as provided herein, without the terms and provisions necessity of any additional document being executed by Tenant for the SNDA referenced belowpurpose of effecting a subordination, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present ground leases and future ground the lien of all mortgages and deeds of trust which now or underlying leases hereafter affect Landlord’s MASTER LAND AND BUILDING LEASE interest in the Demised Properties, and all amendments thereto, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists under this Lease, Tenant’s possession of the Demised Properties shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in any of the Demised Properties and to the Lien of any security interests, mortgages or trust deeds, now or hereafter in force, against any as of the Demised PropertiesCommencement Date, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of then at such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs whatsoever, to the purchaser upon time as any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of instrument does encumber the Demised Properties after the Commencement Date), Landlord, Landlord’s Lender, and Tenant shall execute and deliver to the Lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with each other a subordination, non‑disturbance non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease G (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). The interest in the Demised Properties of any such future ground lessee or lienholder shall have priority over the interest of Tenant shallin this Lease and in the Demised Properties, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other instruments or assurances as remedy of Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of under this Lease (at Landlordregarding Tenant’s election) failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any such mortgages, security interests, trust deeds, ground Default or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested Event of Default caused by Landlord’s Mortgagee)the failure to deliver the SNDA in a timely manner.

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien lien of any security interests, mortgages or trust deeds, now or hereafter in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise foreclosure of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien lien of any future security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce foreclosure proceeding brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee).

Financings. Section 23.01 Subject to and in accordance with 26.01 Except as provided herein, without the terms and provisions necessity of any additional document being executed by Tenant for the SNDA referenced belowpurpose of effecting a subordination, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present ground leases and future ground or underlying leases the lien of any all mortgages and deeds of the Demised Properties and to the Lien of any security interests, mortgages or trust deeds, which now or hereafter affect Landlord’s interest in force, against any of the Demised PropertiesProperty, and all amendments thereto, all without the necessity of LAND AND BUILDING LEASE (Individual Lease Form) Tenant’s (or any subtenant’s) executing further instruments to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in effect subordination. In the event that any proceedings are brought for the exercise of any mortgage rights or the institution for proceedings to enforce on any security interest, mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to which this Lease is subordinate, or and become the Tenant of the successor in interest to Landlord at the event option of any termination and on terms acceptable to such successor in interest. So long as no Event of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor Default exists under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases Tenant’s possession of the Demised Properties and to Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the Lien foregoing, as of any future the Commencement Date (or if no mortgages, deeds of trust or other security interests, mortgages or trust deeds instruments encumber Landlord’s interest in force against the Demised Properties Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s Lender, and Tenant shall be conditioned upon Landlord providing Tenant with execute and deliver to each other a subordination, non‑disturbance non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease G (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). The interest in the Demised Property of any such future ground lessee or lienholder shall have priority over the interest of Tenant shallin this Lease and in the Demised Property, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other instruments or assurances as remedy of Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of under this Lease (at Landlordregarding Tenant’s election) failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any such mortgages, security interests, trust deeds, ground Default or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested Event of Default caused by Landlord’s Mortgagee)the failure to deliver the SNDA in a timely manner.

Financings. Section 23.01 Subject to and in accordance with the terms and provisions of the SNDA referenced below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the Lien lien of any hypothecs, security interests, mortgages or trust deeds, now or hereafter in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such hypothecs, security interests, mortgages or trust deeds, unless the holders of such hypothecs, security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the event any proceedings are brought for the exercise of any hypothecary rights, mortgage rights or the institution for proceedings to enforce on any hypothec, security interest, mortgage or deed of trust to which this Lease is subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lease lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the Lien lien of any future hypothecs, security interests, mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, non‑disturbance non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any hypothecary rights, mortgage rights or the institution for proceedings to enforce brought under such hypothec, security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such hypothecs, mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee).