Common use of MORTGAGES AND ENCUMBRANCES Clause in Contracts

MORTGAGES AND ENCUMBRANCES. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to: (i) the Encumbrances and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildings, the Land or both; (ii) any CC&Rs or other similar Encumbrances, currently in effect or that Landlord may enter into in the future, that affect all or any portion of the Project; and (iii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Buildings, Land, Project, Ground Lease or other underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages or other liens or encumbrances to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant, on the terms and conditions of this Lease, of the successor in interest to Landlord at the option of such successor in interest and subject to such successor’s agreement to not disturb Tenant’s possession as provided below in this Paragraph. Notwithstanding anything to the contrary contained herein (but subject to Paragraph 16(b) below), this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, lien or other security interest affecting the Premises that may be entered into by Landlord after the date of this Lease, unless the ground lessor, Mortgagee or other holder of the interest to which this Lease would be subordinated executes a customary recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord, any customary additional documents evidencing the priority or subordination of this Lease with respect to any such future ground leases or underlying leases or the lien of any such Mortgage. Tenant shall execute and deliver any such documents within ten (10) days after Landlord’s written request. In addition, Landlord shall use commercially reasonable efforts to obtain, within thirty (30) days after both Landlord and Tenant execute and deliver this Lease, a customary non-disturbance and attornment agreement (“NDA”) from the holder of the Mortgage that currently encumbers the Building as of the date of this Lease, in form and substance acceptable to the mortgagee under such Mortgage, with such reasonable changes as Tenant shall request and Tenant agrees to execute and deliver any such NDA within ten (10) days after Landlord’s written request; provided, however, that obtaining an NDA shall not be a condition to this Lease.

MORTGAGES AND ENCUMBRANCES. Without 9.1 Subject to the necessity provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSection 8, Lessee agrees that this Lease shall be subject and subordinate at all times to: (i) the Encumbrances and all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildingsmay, the Land or both; (ii) any CC&Rs or other similar Encumbrances, currently in effect or that Landlord may enter into in the future, that affect all or any portion of the Project; and (iii) the lien of any Mortgage which may now exist or hereafter be executed in any amount for which the Buildings, Land, Project, Ground Lease or other underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages or other liens or encumbrances to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant, on the terms and conditions of this Lease, of the successor in interest to Landlord at the option of such successor in interest and subject to such successor’s agreement to not disturb Tenant’s possession as provided below in this Paragraph. Notwithstanding anything to the contrary contained herein (but subject to Paragraph 16(b) below)Lessor, this Lease shall not be subject or subordinate to any ground mortgages, deeds to secure debt or underlying lease or to any Mortgage, lien or other security interest affecting deeds of trust placed on the Premises that may be entered into by Landlord (such mortgages, deeds to secure debt or deeds of trust being hereinafter collectively referred to as the "Mortgage") after the date of this Lease, unless the ground lessor, Mortgagee or other holder commencement of the interest to which this Lease would be subordinated executes a customary recognition and non-disturbance agreement which provides that Tenant Primary Term; provided that, Lessor shall be entitled to continue in possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord, any customary additional documents evidencing the priority or subordination of this Lease with respect to any such future ground leases or underlying leases or the lien of any such Mortgage. Tenant shall execute and deliver any such documents within ten (10) days after Landlord’s written request. In addition, Landlord shall use commercially reasonable efforts to obtain, within thirty (30) days after both Landlord and Tenant execute and deliver this Lease, a customary non-disturbance and attornment agreement (“NDA”) obtain from the holder of the Mortgage (hereinafter referred to as the "Mortgagee") an agreement (a "Nondisturbance Agreement") in recordable form providing in substance that currently encumbers so long as no Event of Default has occurred and is continuing, the Building as Mortgagee agrees that: (A) in any action or proceeding to foreclose the Mortgage or exercise the rights of a secured party under the date Uniform Commercial Code in effect in the State of Indiana (the "UCC"), Lessee will not be made a party defendant and the leasehold estate created by this Lease, in form and substance acceptable to the mortgagee under such Mortgage, with such reasonable changes as Tenant shall request and Tenant agrees to execute and deliver any such NDA within ten (10) days after Landlord’s written request; provided, however, that obtaining an NDA Lease shall not be a condition affected or terminated by such action or proceeding or by any judgment or decree rendered therein; (B) the Mortgagee shall be deemed to have disclaimed any interest in all personal property, equipment, fixtures, merchandise and inventories owned, supplied by or under the possession or control of Lessee; (C) Lessee shall have and at all times may exercise all rights and privileges to which it is entitled under this Lease; (D) Lessee's possession and other rights and privileges shall not be disturbed by the Mortgagee or by any foreclosure or other proceedings, or action, including, without limitation, the exercise of the rights of a secured party under the UCC, on the debt which the Mortgage secures or by anyone whose rights were acquired as a result of such proceedings or action or by virtue of a right or power contained in the Mortgage or the bond or note secured thereby; and (E) if the use, occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain, or if the Premises or any part thereof is damaged or destroyed by fire, flood or other casualty, Lessee shall have the right to receive and apply toward restoration or replacement of the Premises in accordance with Section 12.2, the "Net Proceeds" (as defined in Section 12.1), provided that Lessee's right to terminate this Lease as provided in Section 12.1 has not been exercised; and further provided that Lessee shall not have any right to the proceeds derived from a taking only of land and not any portion of the Premises, except to the extent necessary to repair or relocate signage or like matters incident to the use of the Premises as an acute care hospital.