Common use of Lease Subordinate to Mortgages Clause in Contracts

Lease Subordinate to Mortgages. Landlord represents that there is no lien of any mortgages, deeds of trust or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure or termination, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interest, Tenant will execute and deliver a reasonable instrument confirming such attornment, and Senior Party’s assumption of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA).

Lease Subordinate to Mortgages. (a) Landlord represents that there is no agrees to require each lienholder against the Premises to execute a non-disturbance agreement in favor of Tenant. This Lease and the rights of Tenant shall be and are hereby made subject and subordinate to the lien of any mortgages, mortgages or deeds of trust as to which Tenant has received a non-disturbance agreement now or ground lease (“Major Encumbrance” ) in effect hereafter existing against the PropertyBuilding, the Building and/or the Premises as of the Effective Date. Upon request from Landlord Property or any ground lessorboth, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease and to any Major Encumbrance and all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made now or extensions thereof, on condition that such in the future. Although the subordination shall be effectuated selfoperating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver upon the demand of Landlord any and all instruments desired by execution Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any mortgage or deed of trust. Landlord is hereby irrevocably appointed and delivery authorized as agent and attorney-in- fact of Tenant to execute all subordination instruments if Tenant fails to execute the instruments within ten (10) days after notice from Landlord demanding their execution. The notice may be given in the manner provided for giving notice below. (b) Should any mortgage or deed of trust affecting the Building, the Property or both be foreclosed by a commercially reasonable subordination agreement Lender which has granted Tenant a non-disturbance agreement, then: (“SNDA” i) which grants the liability of the mortgagee, beneficiary or purchaser at the foreclosure sale to Tenant shall exist only so long as the right not to be disturbed in its tenancy in mortgagee, beneficiary, or purchaser is the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations owner of the Landlord Building and/or Property and the liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale and this Lease arising after shall continue in force and effect as a direct lease between and binding upon Tenant and the Senior Party takes title to purchaser at any foreclosure sale. As used in this Section 22, "mortgagee" and possession "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the Property (subject to customary carevouts). Notwithstanding the foregoingpurchaser of any mortgage or deed of trust, any Senior Party may whether at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event of the foreclosure or lease termination by voluntary agreement or otherwise, or and the commencement of any judicial action seeking such foreclosure or terminationsuccessors, Tenant will attorn to and recognize the Senior Party or any purchaser in foreclosure as Tenant’s landlord under this Lease. Upon request by such successor in interestassignees, Tenant will execute and deliver a reasonable instrument confirming such attornmentmortgagees, and Senior Party’s assumption beneficiaries of obligations under the Lease arising thereafter (subject to any carveouts contained in the SNDA)such purchaser, whether immediate or remote.

Lease Subordinate to Mortgages. Landlord represents that there is no lien (a) The interest of the Tenant hereunder shall be subordinate to the rights of any mortgagesholder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, deeds a “Mortgagee”), and executed and recorded subsequent to the date of trust this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or (b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease (“Major Encumbrance” ) in effect against the Property, the Building and/or the Premises as of the Effective Date. Upon request from Landlord or any ground lessor, mortgagee or beneficiary of a deed of trust (“Senior Party”), Tenant, within ten (10) days of presentation, shall subordinate its interest under this Lease to any Major Encumbrance and all renewals, modifications, consolidations, replacements or extensions thereof, on condition that such subordination shall be effectuated by execution and delivery of a commercially reasonable subordination agreement (“SNDA” ) which grants to Tenant the right not to be disturbed in its tenancy in the event of a foreclosure or ground lease termination, and requires the Senior Party to perform the obligations of the Landlord under this Lease arising after the Senior Party takes title to and possession of the Property (subject to customary carevouts). Notwithstanding the foregoing, any Senior Party may at its sole election subordinate or cause to be subordinated its Major Encumbrance to this Lease. In the event any Mortgagee shall succeed to the interest of the Landlord, whether by judicial or non-judicial foreclosure or lease termination by voluntary agreement or otherwise, or at the commencement election of any judicial action seeking such foreclosure or terminationMortgagee, Tenant will shall, and does hereby agree to attorn to such Mortgagee and to recognize the Senior Party or any purchaser in foreclosure such Mortgagee as Tenant’s landlord under this Lease. Upon request by such successor in interest, its Landlord and Tenant will shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non‑disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant (the “SNDA”). If requested by any such Mortgagee, Tenant further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable instrument confirming third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, and Senior Party’s assumption the Mortgagee shall not be: (A) liable for any failure of the Landlord to perform its obligations under the Lease with respect to the period prior to the date on which the Mortgagee shall become the owner of the Property, except for any such failure to perform (i) that continues after the date that the Mortgagee shall become the owner of the Property, and (ii) of which the Mortgagee received notice of such failure to perform prior to the date of the applicable foreclosure sale or deed-in-lieu of foreclosure, and (iii) which is susceptible of cure by the Mortgagee after the Mortgagee becomes the owner of the Property; provided however, that in no event shall any Mortgagee succeeding to the interest of Landlord be liable to Tenant for monetary damages for any act, default or omission of a prior Landlord to the extent such damages have accrued prior to the date of such succession. Nothing in this subparagraph (a) relieves any Mortgagee succeeding to the interest of Landlord of its obligation to perform the obligations of Landlord from and after the date such Mortgagee becomes the owner of the Property, including without limitation for matters arising thereafter prior to such succession but first identified by Tenant, and for which notice is first given by Tenant, following such succession; (B) bound by any payment of rent or other sum due by Tenant under the Lease made more than one (1) month in advance; (C) bound by any assignment of or any amendment or modification to the Lease made without the express written consent of the Mortgagee except for an amendment or modification specifically referred to in or contemplated by the Lease such as an extension amendment or for an assignment for which Landlord’s consent is not required under the Lease; or (D) subject to any carveouts offset, defense or counterclaim unless (i) expressly provided for in the Lease (including, without limitation, Tenant’s right to offset any unpaid portion of the Lease Allowances (as defined below) as set forth in Section 2.02 of Exhibit 7.02 of the Lease, together with interest at the rate applicable to late payments of rent, until Tenant has received the entire Lease Allowances) and (ii) the Mortgagee received any notices that are conditions precedent to the exercise of such rights in the manner provided in Section 3 of the SNDA; or (E) liable for the restoration of improvements following any casualty not required to be insured under the Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease; or (F) liable for (i) the commencement or completion of any construction, or (ii) any contribution toward construction or installation of any improvements upon the Premises (including, without limitation, the Tenant Improvement Allowance or Supplemental Allowance, each as defined in the Work Letter, which shall be collectively referred to as the “Lease Allowances”) (the foregoing subsections (i)-(ii), collectively, the “Construction-Related Obligations”); provided however, that if such Mortgagee succeeding to the interest of the Landlord does not fund the Lease Allowances when due under the Lease, Tenant shall retain its right to offset any unpaid portion of the Lease Allowances as set forth in Section 2.02 of Exhibit 7.02 of the Work Letter, together with interest at the rate applicable to late payments of rent, until Tenant has received the entire Lease Allowances. Construction-Related Obligations shall not include (x) reconstruction or repair following fire, casualty or condemnation, or (y) day-to-day maintenance and repairs. Prior to Substantial Completion of the Landlord Work, any rights of Tenant to exercise remedies on account of Construction-Related Obligations are further subject to the provisions of Section 5 of the SNDA. (c) The covenant and agreement contained in this Lease with respect to the SNDArights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease. (e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI). (f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Landlord’s mortgagee. Landlord represents and warrants to Tenant that the Property is not currently subject to a mortgage.