Common use of Landlord Mortgages; Subordination Clause in Contracts

Landlord Mortgages; Subordination. Without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lien, encumbrances or title retention agreement on the Leased Property, or any portion thereof or any interest therein, whether to secure any borrowing or other means of financing or refinancing. Tenant’s rights under this Lease Agreement shall 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 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 no further instrument or subordination will be required in order to effect it. However, Tenant shall execute, acknowledge and deliver to Landlord, at any time and from time to time upon demand by Landlord, such documents as may be requested by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, to confirm or effect any such subordination. If Tenant fails or refuses to execute, acknowledge, and deliver any such document within twenty (20) days after written demand, and Landlord is not in breach of this Lease Agreement, Landlord may execute, acknowledge and deliver any such document 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 any documents described in this Section. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Without Subject to Section 15.03, --------------------------------- without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lienliens, encumbrances encumbrances, security interests or title retention agreement agreements on the 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 's rights under this Lease Agreement shall be 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 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 no further instrument or subordination will be required (ii) in order to effect it. However, Tenant shall execute, acknowledge and deliver 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, at any time such party will not disturb Tenant's possession, use or occupancy of the subject Leased Property. If Tenant fails or refuses to deliver such Subordination and from time Non-Disturbance Agreement to time upon demand by Landlord within five (5) business days after the request of Landlord, then Landlord shall request in writing such documents as may be requested by Landlord or any mortgagee or any holder of any mortgage or other instrument described in this Section, to confirm or effect any such subordinationdelivery a second time. If Tenant fails or refuses to execute, acknowledge, acknowledge and deliver any such document Subordination and Non-Disturbance Agreement within twenty ten (2010) days after such second written demand, and then Landlord is not or such successor in breach of this Lease Agreement, Landlord interest may execute, acknowledge and deliver any such document Subordination and Non- Disturbance Agreement 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 any documents described in this Sectionthe Subordination and Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Without Subject to Section 15.03, without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lienliens, encumbrances encumbrances, security interests or title retention agreement agreements on the 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 15.02, which provides that (i) Tenant’s 's rights under this Lease Agreement shall be 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 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 no further instrument or subordination will be required (ii) in order to effect it. However, Tenant shall execute, acknowledge and deliver the event such party succeeds to Landlord, at any time 's interest under the Lease and from time to time upon demand provided that no Event of Default by LandlordTenant exists, such documents as may be requested by Landlord party will not disturb Tenant's possession, use or any mortgagee occupancy of the subject Leased Property or any holder of any mortgage or other instrument described in Tenant's rights under this Section, to confirm or effect any such subordinationLease. If Tenant fails or refuses to execute, acknowledge, and deliver any such document Subordination and Non-Disturbance Agreement within twenty ten (2010) 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-Disturbance Agreement within ten (10) days after such second written demand, then Landlord is not or such successor in breach of this Lease Agreement, Landlord interest may execute, acknowledge and deliver any such document Subordination and Non-Disturbance Agreement 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 any documents described in this Sectionthe Subordination and Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Without Subject to Section --------------------------------- 15.03, without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lienliens, encumbrances encumbrances, security interests or title retention agreement agreements on the 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 's rights under this Lease Agreement shall be 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 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 no further instrument or subordination will be required (ii) in order to effect it. However, Tenant shall execute, acknowledge and deliver the event such party succeeds to Landlord, at any time 's interest under the Lease and from time to time upon demand provided that no Event of Default by LandlordTenant exists, such documents as may be requested by Landlord party will not disturb Tenant's possession, use or any mortgagee or any holder occupancy of any mortgage or other instrument described in this Section, to confirm or effect any such subordinationthe subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver any such document Subordination and Non-Disclosure Agreement within twenty ten (2010) 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 is not or such successor in breach of this Lease Agreement, Landlord interest may execute, acknowledge and deliver any such document Subordination and Non-Disclosure Agreement 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 attorney-'s attorney- in-fact to execute, acknowledge, and deliver on behalf of Tenant any documents described in this Sectionthe Subordination and Non-Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Without Subject to Section 15.03, --------------------------------- without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lienliens, encumbrances encumbrances, security interests or title retention agreement agreements on the 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 ------- 15.02, which provides that (i) Tenant’s 's rights under this Lease Agreement shall be 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 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 no further instrument or subordination will be required (ii) in order to effect it. However, Tenant shall execute, acknowledge and deliver the event such party succeeds to Landlord, at any time 's interest under the Lease and from time to time upon demand provided that no Event of Default by LandlordTenant exists, such documents as may be requested by Landlord party will not disturb Tenant's possession, use or any mortgagee occupancy of the subject Leased Property or any holder of any mortgage or other instrument described in Tenant's rights under this Section, to confirm or effect any such subordinationLease. If Tenant fails or refuses to execute, acknowledge, and deliver any such document Subordination and Non-Disclosure Agreement within twenty ten (2010) 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 is not or such successor in breach of this Lease Agreement, Landlord interest may execute, acknowledge and deliver any such document Subordination and Non-Disclosure Agreement 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 any documents described in this Sectionthe Subordination and Non- Disclosure Agreement. This power of attorney is coupled with an interest and is irrevocable.

Landlord Mortgages; Subordination. Without Subject to Section --------------------------------- 15.03, without the consent of Tenant, but subject to Section 15.03, and provided that Landlord obtains an SNDA in accordance with Section 15.03, that provides that in the 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 lienliens, encumbrances encumbrances, security interests or title retention agreement agreements on the 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 's rights under this Lease Agreement shall be 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 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 no further except to the extent that any such instrument provides for a dispostion of insurance or subordination will be required condemnation proceeds other than as provided in order to effect it. However, Tenant shall execute, acknowledge this Lease; and deliver (ii) in the event such party succeeds to Landlord, at any time 's interest under the Lease and from time to time upon demand provided that no Event of Default by LandlordTenant exists, such documents as may be requested by Landlord party will recognize all of Tenant's rights under the Lease and will not disturb Tenant's possession, use or any mortgagee or any holder occupancy of any mortgage or other instrument described in this Section, to confirm or effect any such subordinationthe subject Leased Property. If Tenant fails or refuses to execute, acknowledge, and deliver any such document Subordination and Non-Disclosure Agreement within twenty ten (2010) 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-Disturbance Agreement within ten (10) days after such second written demand, then Landlord is not or such successor in breach of this Lease Agreement, Landlord interest may execute, acknowledge and deliver any such document Subordination and Non-Disturbance Agreement 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 attorney-'s attorney- in-fact to execute, acknowledge, and deliver on behalf of Tenant any documents described in this Sectionthe Subordination and Non-Disturbance Agreement. This power of attorney is coupled with an interest and is irrevocable.