NON-DISTURBANCE AGREEMENT/TENANT RECOGNITION AGREEMENT Sample Clauses

NON-DISTURBANCE AGREEMENT/TENANT RECOGNITION AGREEMENT. A. Owner agrees, reasonably promptly after the execution and delivery of this Lease, to obtain and deliver to Tenant an agreement from The Equitable Assurance Society of the United States substantially to the effect that in the event of any foreclosure of the existing Mortgage, The Equitable Assurance Society of the United States will not make Tenant a party-defendant to such foreclosure (unless required by law in order to obtain jurisdiction, but in such event, no judgment foreclosing this Lease will be sought) nor disturb its possession under this Lease so long as there shall be no default by Tenant under this Lease beyond applicable grace periods (any such agreement, or any agreement of similar import, is referred to as a "Non-Disturbance Agreement"). Owner agrees, within a reasonable time after the execution and delivery of any future Mortgage, to obtain and deliver to Tenant a Non-Disturbance Agreement from any then holder or holders of such future Mortgage in such holder's or holders' commercially reasonable form. If The Equitable Assurance Society of the United States or any holder or holders of any future Mortgage shall impose a fee as a condition of entering to any such Non-Disturbance Agreement, Tenant shall execute and deliver to Owner a written agreement to pay Owner, as additional rent under this Lease, a sum equal to the amount of such fee within ten (10) days next following Owner's advise to Tenant as to such fee and the amount thereof. If Tenant does not execute and deliver such agreement within said period, Owner shall have the right to withdraw its request for any such Non-Disturbance Agreement in which event Owner shall have no further obligation to obtain such an agreement. If required by the holder of any Mortgage, Tenant shall promptly join in any commercially reasonable Non-Disturbance Agreement to indicate its concurrence with the provisions thereof.
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Related to NON-DISTURBANCE AGREEMENT/TENANT RECOGNITION AGREEMENT

  • Non-Disturbance Agreement Notwithstanding the provisions of subsections (a) and (b), neither this Lease nor any right, title or interest of Tenant in the Leased Premises shall be subordinate to the lien of any ground or underlying lease or any Mortgage made or placed after the date of this Lease, and Tenant shall not be required to subordinate this Lease or Tenant's interest in the Leased Premises to any such ground or underlying lease or any such Mortgage, unless such lease or Mortgage contains an express provision (or the lessor or the Mortgagee or other party secured by the Mortgage agrees in writing) to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor or the Mortgagee (or other party secured by the Mortgage) will be bound by all of the terms and provisions of this Lease (except as otherwise set forth in such agreement), a default by the Landlord under such lease or by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such ground or underlying lease or a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Lease, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the Mortgagee under any existing Mortgage, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the Mortgagee (or other party secured by the Mortgage) will be bound by all of the terms and provisions of this Lease, a default by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Agreement, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the lessor under the Ground Lease, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor will be bound by all of the terms and provisions of this Lease, a default by the Landlord under such Ground Lease shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such Ground Lease.

  • SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (i) SNDA; Landlord's Default Under Mortgage. Within sixty (60) days after the full execution and delivery of this Lease by and to each of the parties, Landlord shall obtain and deliver to Tenant an executed subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant ("SNDA") from each mortgagee and ground lessor identified on Schedule 3, hereto. Notwithstanding anything herein to the contrary, this Lease and all rights of Tenant hereunder shall be subject and subordinate at all times to those mortgages and ground leases that now encumber the Premises and are identified on Schedule 3 hereto subject to, and only in the event of, Tenant's prior receipt of an SNDA executed by each such mortgagee. In the event that Landlord shall fail to perform any of its obligations under any mortgage, ground lease or other instrument now or in the future encumbering the Premises and such failure shall continue beyond any cure period provided for in such instrument, then Tenant shall have the right (but not the obligation) to perform or endeavor to perform Landlord's obligation, at Tenant's expense; and, within thirty (30) days after receipt of a written demand from Tenant, Landlord shall reimburse Tenant for all costs and expenses incurred by Tenant in doing so, or, if Landlord shall fail or refuse to reimburse Tenant therefor, then Tenant shall be entitled to offset all such costs and expenses against the Rent or Additional Rent. (ii) Notwithstanding the foregoing paragraph and anything herein to the contrary, but subject to Section 17.5, below, Landlord shall not, without the prior written consent of the Tenant, which consent shall not be unreasonably withheld in each instance, (a) voluntarily mortgage, encumber, transfer, option or permit any liens to encumber, or renew, modify, consolidate, replace or extend any current mortgages encumbering, the Premises or Landlord Personalty (the foregoing collectively referred to herein as "Encumbrances"), other than Tenant's option to purchase the Premises and Landlord Personalty as provided in Article 33 herein; or (b) otherwise act so as to adversely affect the state of title to, or marketability of title to, the Premise or Landlord Personalty. In the event Tenant consents to any future mortgages or to any renewal, modification, consolidation, replacement or extension of any current mortgages, Landlord shall obtain from all such mortgagee(s) of Landlord, a subordination, non-disturbance and attornment agreement in such form as may be reasonably acceptable to Tenant, which shall specifically provide, among other things that, in the event of the foreclosure of any such mortgage arising out of any default thereunder, (x) possession and the rights of Tenant under this Lease shall not be disturbed so long as Tenant shall not be in default beyond any applicable notice and grace period pursuant to the terms and conditions of this Lease, and (c) such mortgagee agrees to be bound by all of the terms and conditions of this Lease, including Tenant's option to purchase the Premises pursuant to the terms and conditions of Article 33 hereof. (iii) Tenant further agrees, subject to the terms of the SNDA entered into between Tenant and the mortgagee, to attorn to the holder of any such mortgage following the foreclosure of such mortgage. Notwithstanding any provision of this Section 17.2 to the contrary, upon notice by Tenant to a mortgagee, this Lease shall become superior, in whole or in part, to the lien of any mortgage held on the property by said Mortgagee.

  • Subordination, Non-Disturbance and Attornment In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

  • Subordination Attornment Non Disturbance This Lease shall be subordinate to any of Lessee's mortgagee's mortgages or deeds of trust and all amendments, renewals or modifications thereof now or hereafter in effect. This subordination shall be shelf-operative and no further certificate or instrument of subordination need be required by any such mortgagee. In confirmation of such subordination, however, Lessee shall execute promptly any reasonable certificate or instrument that Lessor or mortgages may request. Lessee hereby constitutes Lessor as Lessee's attorney-in-fact to execute such certificate or instrument for and one behalf of Lessee upon Lessee's failure to do so within fifteen (15) days of a request to do so. In the event of the enforcement by Lessor's mortgagee of the remedies provided for by law or by such mortgage or deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of such enforcement, automatically become the Lessee of such successor in 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 Lessee of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any obligations of any preceding Lessor; or (iii) bound by any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest; and provided, however, that no new successor in interest shall disturb the possession of the Lessee under this Lease so long as the Lessee is not in default of any of the terms or provisions contained in the Lease. Upon request by such successor in interest, Lessee shall execute and deliver reasonable instruments confirming the attornment provided for herein. The subordination of interest provided by this paragraph shall not, however, affect or diminish the Lessee's rights under this Lease.

  • Non-Disturbance With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Lessee's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises.

  • Estoppel Certificate or Subordination Agreement Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Consortium Agreement agreement entered into by and between the Manager and the Contractors, pursuant to Annex X.

  • SUBORDINATION AND NON-DISTURBANCE At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.