Common use of Landlord Mortgages; Subordination Clause in Contracts

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-attorney- in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Non-Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Non- Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time (up to three times per calendar year) upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Non- Disturbance Agreement in substantially the form attached hereto as Exhibit ------- 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ----- ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased PropertyProperty or Tenant's rights under this Lease. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Non- Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject Without the consent of Tenant, but subject to Section 15.03, --------------------------------- without and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the consent event any party succeeds to Landlord’s interest under this Lease Agreement when no Event of Default exists, such party will not disturb Tenant’s possession, use or occupancy of the Leased Property in accordance with the provisions of this Lease Agreement and will otherwise honor this Lease Agreement unchanged, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lienslien, encumbrances, security interests encumbrances or title retention agreements agreement on any the Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant Tenant’s rights under this Lease Agreement shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are be subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, modification or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease Agreement is superior; . This provision will be self-operative, and (ii) no further instrument or subordination will be required in the event such party succeeds order to effect it. However, Tenant shall execute, acknowledge and deliver to Landlord's interest under the Lease , at any time and provided that no Event of Default from time to time upon demand by Tenant existsLandlord, such party will not disturb Tenant's possessiondocuments as may be requested by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, use to confirm or occupancy of the subject Leased Propertyeffect any such subordination. If Tenant fails or refuses to execute, acknowledge, and deliver any such Subordination and Non-Disclosure Agreement document within ten twenty (1020) business days after written demand, then and Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to executeis not in breach of this Lease Agreement, acknowledge and deliver such Subordination and Non-Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver any such Subordination and Non-Disclosure Agreement document on behalf of Tenant as Tenant's ’s attorney-in-fact. , Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's ’s attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Agreementany documents described in this Section. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section --------------------------------- 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior, and except to the extent that any such instrument provides for a dispostion of insurance or condemnation proceeds other than as provided in this Lease; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will recognize all of Tenant's rights under the Lease and will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Disturbance Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Disturbance Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-attorney- in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease by foreclosure or purchase or otherwise and provided that no Event of Default not cured by Tenant within any applicable grace period exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Disturbance Agreement to Landlord within ten five (105) business days after written demandthe request of Landlord, then Landlord shall send to Tenant request in writing such delivery a second written demandtime. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Disturbance Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Non- Disturbance Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time (up to three times per calendar year) upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in substantially the form attached hereto as Exhibit EXHIBIT 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased PropertyProperty or Tenant's rights under this Lease. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Disturbance Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Disturbance Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Disturbance Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Disclosure Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Subject to Section --------------------------------- 15.03, --------------------------------- without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any liens, encumbrances, security interests or title retention agreements on any Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, without cost to Landlord, a Subordination and Non-Disturbance Agreement in the form attached hereto as Exhibit 15.02, which provides that (i) Tenant's ------------- rights hereunder are subordinate to any ground lease or underlying lease, first mortgage, first deed of trust, or other first lien against any Leased Property, together with any renewal, consolidation, extension, modification, or replacement thereof, which now or at any subsequent time affects any Leased Property or any interest of Landlord in any Leased Property, except to the extent that any such instrument expressly provides that this Lease is superior; and (ii) in the event such party succeeds to Landlord's interest under the Lease and provided that no Event of Default by Tenant exists, such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver such Subordination and Non-Disclosure Agreement within ten (10) business days after written demand, then Landlord shall send to Tenant a second written demand. If Tenant fails or refuses to execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement within ten (10) days after such second written demand, then Landlord or such successor in interest may execute, acknowledge and deliver such Subordination and Non-Disclosure Agreement on behalf of Tenant as Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-attorney- in-fact to execute, acknowledge, and deliver on behalf of Tenant the Subordination and Non- Non-Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.