Common use of Landlord's Mortgagee Clause in Contracts

Landlord's Mortgagee. Any and all mortgages on the fee title or reversionary interest of Landlord in the Leased Premises shall be subject and subordinate to this Lease; provided, however, that Tenant hereby agrees that this Lease is subject and subordinate to mortgages where the holders of such mortgages deliver to Tenant a non-disturbance agreement in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------

Landlord's Mortgagee. Any and all mortgages on the fee title Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or reversionary other interest of Landlord in the Leased Premises by so notifying Tenant in writing. The provisions of this Section shall be subject self-operative and subordinate no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord's Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease; provided. Notwithstanding the above, however, that Tenant hereby Landlord agrees that this Lease is subject and subordinate to mortgages where within thirty (30) days following the holders of such mortgages deliver to Tenant a non-disturbance agreement in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to the terms date of this Lease, and Landlord will request from the holders of any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights Mortgage as of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms date of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving a subordination, non-disturbance agreements and attornment agreement ("SNDA") in favor of Tenant, on such holder's standard form of SNDA. However, if Tenant elects to negotiate the form attached hereto as Exhibit D. ARTICLE XIV -----------terms of any SNDA, Landlord makes no promises or guarantees that the lender will provide the SNDA or agree to any of Tenant’s requested changes and such failure of the lender to so agree will not constitute a default by Landlord under this Lease. Landlord shall not be obligated to expend any money to obtain an SNDA, and the inability or failure of Landlord to obtain such SNDA shall not constitute a default by Landlord hereunder, entitle Tenant to cancel or otherwise terminate this Lease, or affect the automatic subordination of this Lease, to all such mortgages, deeds to secure debt and other security instruments. If any lender charges Landlord any fees, including, without limitation, attorneys’ fees, in order to provide the SNDA, such fees and costs will be paid by Tenant.

Landlord's Mortgagee. Any and all mortgages on the fee title or reversionary interest of Landlord in the Leased Premises shall be subject and subordinate to this Lease; provided, however, that Tenant hereby agrees that this Lease is subject and subordinate to mortgages where the holders of such mortgages deliver to Tenant a non-disturbance agreement in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------.

Landlord's Mortgagee. Any Tenant acknowledges that Landlord's right, title and all mortgages on interest in, to and under the fee title or reversionary interest of Landlord in the Leased Premises shall be subject and subordinate to this Lease; providedPremises, however, that Tenant hereby agrees that this Lease is subject and subordinate to mortgages where the holders of such mortgages deliver to Tenant a non-disturbance agreement in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums rents payable hereunder have been pledged and assigned by Landlord to Indenture Trustee pursuant to the Indenture as further collateral security for any Bonds issued by Landlord in connection with Landlord's acquisition, expansion or construction of the Premises. Tenant hereby consents to the creation of such fee mortgage or otherwise, lien and Tenant agrees security interest and to honor any such assignment from assignment. Unless and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if until Tenant shall have been given received written notice thereof from Indenture Trustee that such lien, security interest and assignment have been fully terminated, Indenture Trustee shall have the name and address right, but shall not be obligated, following a default by Landlord under such Mortgages (hereinafter defined) which is not cured within any applicable grace or cure period, to exercise the rights of the mortgagee and/or trustee, Tenant shall give said mortgagee or trustee a duplicate copy of any and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant under this Lease to the terms extent set forth in and subject in each case to the exceptions set forth in the deeds of trust and mortgages (with assignments of leases and rents) now or hereafter executed by Landlord in favor of Indenture Trustee covering and affecting Landlord's right, title and interest in, to and under this Lease, the Premises and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trusteethe Main Leases (collectively, the "MORTGAGES"). A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee mayTO THE EXTENT, at its optionIF ANY, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunderTHAT THIS LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereofNO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, or as the result of any other action or remedy provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY INDENTURE TRUSTEE ON THE SIGNATURE PAGE THEREOF.

Landlord's Mortgagee. Any Tenant agrees with Landlord and all mortgages with the mortgagee of any mortgage or the beneficiary of any deed of trust now or hereafter constituting a lien on the fee title Complex or reversionary the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable instrument establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, Tenant agrees to attorn to such Landlord's Mortgagee so long as such Landlord's Mortgagee also agrees to not disturb Tenant's possession under this Lease in the event such Landlord Mortgagee becomes the owner of the Building. In confirmation of such subordination, attornment and non-disturbance agreement, Tenant shall execute promptly any reasonable Subordination, Attornment and Non-Disturbance Agreement that Landlord or such Landlord's Mortgagee may request. Without limiting the foregoing, Tenant agrees to enter into a Subordination, Non-Disturbance and Attornment Agreement in the form attached as Exhibit "H." Tenant further agrees that any Landlord's Mortgagee may demand the payment of Rent and performance of this Lease at any time. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such Subordination, Attornment and Non-Disturbance Agreement for and on behalf of Tenant should Tenant fail to execute such agreement within fifteen (15) days after written request to do so. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in the Leased Premises shall be subject and subordinate to this Lease; interest without change in terms or other provisions of such lease provided, however, that such successor in interest shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant hereby agrees that of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default or any obligations any preceding Landlord; or (iii) bound by any amendment or modification of this Lease is subject and subordinate to mortgages where made without the holders written consent of such mortgages deliver to successor in interest, provided Tenant a non-disturbance agreement in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is in force, and if Tenant shall have has been given written prior notice thereof and the name and address of the mortgagee and/or trusteeidentity of such successor in interest. Upon request by such successor in interest, Tenant shall give said mortgagee or trustee a duplicate copy of any execute and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to deliver reasonable instruments confirming the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy attornment provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------herein.

Landlord's Mortgagee. Any Tenant agrees with Landlord and all mortgages with the mortgagee of any first mortgage or the beneficiary of any first deed of trust now or hereafter constituting a lien on the fee title Building or reversionary the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at Landlord's Mortgagee's request Tenant shall execute a recordable memorandum of this Lease establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable instrument that Landlord may request. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord in the Leased Premises shall be subject and subordinate to this Lease; provided, however, that Tenant hereby agrees that this Lease is subject and subordinate to mortgages where the holders as a result of such mortgages deliver to enforcement, automatically become the Tenant a non-disturbance agreement of such successor in the form attached hereto as Exhibit Dinterest without change in terms or other provisions of such Lease, provided, however, that nothing contained herein such successor in interest shall restrict not be bound by any payments in the nature of security for the performance by Tenant of its obligations under this Lease, or otherwise impair the right any amendment or modification of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and made without the rental and other sums payable hereunder as further collateral security for any written consent of such fee mortgage trustee or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any beneficiary or such mortgage or other encumbrance is successor in force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trusteeinterest. Upon request by such successor in interest, Tenant shall give said mortgagee or trustee a duplicate copy of any execute and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to deliver reasonable instruments confirming the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy attornment provided for by such mortgagee or deed of trustherein. In consideration for the above, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgageeagrees to provide Tenant at Tenant's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving request with a non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------agreement signed by Landlord's present or future Lender.

Landlord's Mortgagee. Any Tenant agrees with Landlord and all mortgages with the mortgagee of any mortgage or the beneficiary of any deed of trust now or hereafter constituting a lien on the fee title Building or reversionary the Leased Premises ("Landlord's Mortgagee") that any Landlord's Mortgagee shall have the right at any time to elect, by notice in writing given to Tenant, to make this Lease superior to the lien of such mortgage or deed of trust and upon the giving of such notice to Tenant, this Lease shall be deemed prior and superior to the mortgage or deed of trust in respect to which such notice is given; and at the request of Landlord's Mortgagee, Tenant shall execute a recordable instrument establishing this Lease as superior to such lien; or Landlord's Mortgagee may, by like notice, make this Lease subordinate to such mortgage or deed of trust. If Landlord's Mortgagee shall elect to make this Lease subordinate to such mortgage or deed of trust, the same shall be self-operative and no further certificate or instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord may request. Tenant hereby constitutes Landlord as Tenant's attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant. In the event of the enforcement by Landlord's Mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of such successor in the Leased Premises shall be subject and subordinate to this Lease; interest without change in terms or other provisions of such Lease provided, however, that such successor in interest shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant hereby agrees that of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease is subject and subordinate to mortgages where made without the holders written consent of such mortgages deliver to Tenant a non-disturbance agreement trustee or such beneficiary or such successor in the form attached hereto as Exhibit D, provided, however, that nothing contained herein shall restrict or otherwise impair the right of Landlord to transfer, convey, sell, mortgage or otherwise deal with the fee to the Leased Premises or affect the right of Landlord to assign this Lease and the rental and other sums payable hereunder as further collateral security for any interest. Upon request by such fee mortgage or otherwise, and Tenant agrees to honor any such assignment from and after receipt of an executed copy thereof; and Tenant further agrees that while any such mortgage or other encumbrance is successor in force, and if Tenant shall have been given written notice thereof and the name and address of the mortgagee and/or trusteeinterest, Tenant shall give said mortgagee or trustee a duplicate copy of any execute and all notices of default or other notices in writing which Tenant may give or serve upon Landlord pursuant to deliver reasonable instruments confirming the terms of this Lease, and any such notice shall not be effective until said duplicate copy is given to such mortgagee or trustee. A different address may be designated by such mortgagee or trustee by written notice delivered to Tenant from time to time. Any such mortgagee and/or trustee may, at its option, at any time before any rights of the Tenant shall have accrued as a result of any default of Landlord hereunder, make any payment or do any other act or thing required of the Landlord by the terms of this Lease; and all payments so made and all things so done or performed by any such mortgagee and/or trustee shall be as effective to prevent accrual of any rights of Tenant hereunder as the same would have been if done and performed by the Landlord instead of by any such mortgagee or trustee. No such mortgagee or trustee of the rights and interests of the Landlord hereunder shall be or become liable to Tenant as an assignee of this Lease until such time as said mortgagee or trustee shall by foreclosure or other appropriate proceedings in the nature thereof, or as the result of any other action or remedy attornment provided for by such mortgagee or deed of trust, or by proper conveyance from Landlord, acquire the rights and interests of the Landlord under the terms of this Lease, and such liability of said mortgagee or trustee shall terminate upon such mortgagee's or trustee's assigning such rights and interests to another party. This Lease shall be conditioned upon all existing mortgagees giving non-disturbance agreements in the form attached hereto as Exhibit D. ARTICLE XIV -----------herein.