Common use of Subordination and Nondisturbance Clause in Contracts

Subordination and Nondisturbance. Tenant’s interest in this Lease shall be subject and subordinate in all respects to any fee owner, ground or prime lease (including, without limitation, any Over-Lease or master lease agreement resulting from a sale by Landlord of its interest in the Property to a third party and a lease-back of the entire Property by Landlord from such third party) or the lien of any mortgage or deed of trust which may now or hereafter be placed on the Property. Upon Tenant’s request, Landlord shall request and use commercially reasonable efforts to obtain from any present or future mortgagee, trustee, fee owner, ground or prime lessor, or any person having an interest in the Premises superior to this Lease (a “Superior Interest”) a written subordination and nondisturbance agreement in recordable form, providing that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, ground or prime lessor or fee owner, Tenant’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder, unless such joinder is required for jurisdictional purposes. Landlord shall not have any liability to Tenant if it is not able to obtain such subordination and nondisturbance agreement.

Subordination and Nondisturbance. Tenant’s interest in this This Lease shall is and will be subject and subordinate in all respects to any fee ownerEncumbrance. WITHIN 60 DAYS AFTER THE FULL EXECUTION OF THIS LEASE, ground or prime lease (includingLANDLORD WILL DELIVER TO TENANT A SUBORDINATION, without limitationNON-DISTURBANCE, AND ATTORNMENT AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT E ATTACHED HERETO, EXECUTED BY GENERAL ELECTRIC CAPITAL CORPORATION, LANDLORD'S LENDER. With respect to any Over-Lease or master lease agreement resulting from a sale by Landlord Encumbrance first encumbering the Building subsequent to the Date of its interest in the Property to a third party and a lease-back of the entire Property by Landlord from such third party) or the lien of any mortgage or deed of trust which may now or hereafter be placed on the Property. Upon this Lease, upon Tenant’s 's request, Landlord shall request and will use commercially reasonable its good faith efforts to obtain from any present or future mortgagee, trustee, fee owner, ground or prime lessor, or any person having an interest cause the Lender to agree (either in the Premises superior to this Lease (Encumbrance or in a “Superior Interest”separate agreement with Tenant) a written subordination and nondisturbance agreement in recordable form, providing that so long as Tenant performs all is not in default of its obligations under this Lease, this Lease will not be terminated and Tenant's possession of the terms, covenants and conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, ground or prime lessor or fee owner, Tenant’s rights under this Lease shall Premises will not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder termination or foreclosure, or proceedings for enforcement, of any mortgage or deed of trust in any action or proceeding to foreclose thereunder, unless such joinder is required for jurisdictional purposesEncumbrance. Landlord shall not have any liability to Tenant if it is not able to obtain While such subordination will occur automatically, Tenant agrees, upon request by and nondisturbance agreementwithout cost to Landlord or any successor in interest, to promptly execute and deliver to Landlord or any Lender such instrument(s) as may be reasonably required to evidence such subordination. In the alternative, however, any Lender may unilaterally elect to subordinate its Encumbrance to this Lease.

Subordination and Nondisturbance. Tenant’s interest in Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any first mortgagee with a lien on the Real Property or any ground lessor, this Lease shall be subject and subordinate in at all respects times to any fee owner, ground or prime lease (including, without limitation, any Over-Lease or master lease agreement resulting from a sale by Landlord of its interest in the Property to a third party and a lease-back of the entire Property by Landlord from such third party) or the lien of any mortgage or deed of trust which may now exist or hereafter be placed on executed in any amount for which the PropertyReal Property (including the Buildings), or Landlord’s interest or estate in any of said items is specified as security. Upon Tenant’s requestNotwithstanding the foregoing, Landlord shall request and use commercially reasonable efforts have the right to obtain from subordinate or cause to be subordinated any present or future mortgagee, trustee, fee owner, ground or prime lessor, or any person having an interest in the Premises superior such liens to this Lease (a “Superior Interest”) a written subordination and nondisturbance agreement in recordable form, providing Lease. In the event that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, ground or prime lessor or fee owner, Tenant’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any action reason, Tenant shall, if requested by the mortgagee or proceeding beneficiary, as applicable, attorn to foreclose thereunderand become the Tenant of the successor in interest to Landlord and in such event Tenant’s right to possession of the Real Property (including the Buildings) shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, unless the Lease is otherwise terminated pursuant to its terms. Tenant covenants and agrees to execute and deliver, upon demand by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such joinder is required for jurisdictional purposeslien of any such mortgage or deed of trust. Landlord Should Tenant fail to sign and return any such documents within ten (10) business days of receipt, Tenant shall not have any liability to Tenant if it is not able to obtain such subordination and nondisturbance agreementbe in default.

Subordination and Nondisturbance. TenantThis Lease, and any Option or right of first refusal granted hereby, at Landlord’s interest in this Lease option, shall be subject and subordinate in all respects to any fee ownerground lease, ground or prime lease (includingmortgage, without limitation, any Over-Lease or master lease agreement resulting from a sale by Landlord of its interest in the Property to a third party and a lease-back of the entire Property by Landlord from such third party) or the lien of any mortgage or deed of trust which may trust, or any other hypothecation or security now or hereafter be placed upon the Building (collectively “Mortgage”) and to any and all advances made on the Propertysecurity thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Upon Notwithstanding such subordination, Tenant’s request, Landlord shall request and use commercially reasonable efforts right to obtain from any present or future mortgagee, trustee, fee owner, ground or prime lessor, or any person having an interest in quiet possession of the Premises superior to this Lease (a “Superior Interest”) a written subordination shall not be disturbed if Tenant is not in default and nondisturbance agreement in recordable form, providing that so long as Tenant performs shall pay all Base Rent and Additional Rent and shall observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, covenants and conditions of trustee or ground lessor shall elect to have this Lease and agrees to attorn any Options granted hereby be senior to the mortgageelien of its mortgage, beneficiary of the deed of trust, purchaser at a foreclosure sale, ground or prime lessor or fee owner, Tenant’s rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding ground lease, and shall give written notice thereof to foreclose thereunderTenant, unless this Lease and such joinder is required for jurisdictional purposes. Landlord Options shall not have any liability be deemed senior to Tenant if it is not able such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to obtain such subordination and nondisturbance agreementthe date of said mortgage, deed of trust or ground lease or the date of recording thereof.

Subordination and Nondisturbance. Tenant’s interest in this Lease The rights of Tenant hereunder are and shall be be, at the election of any mortgagee or the beneficiary of a deed of trust now or hereafter encumbering the Project and/or Building, subject and subordinate to the lien of such mortgage or deed of trust, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Project and/or the Building, and to all respects advances made or hereafter to be made upon the security thereof. Upon Tenant's request, Landlord shall use good faith effort to obtain, within thirty (30) days from its receipt of such request, a non-disturbance agreement from any fee ownersuch mortgagee, ground beneficiary or prime lease (lender in favor of Tenant providing that, in pertinent part, so long as Tenant is not in default under any at the terms, covenants and conditions at this Lease, neither this Lease nor any of the rights of Tenant hereunder shall be terminated or subject to termination by the exercise of any rights or remedies of such mortgagee or beneficiary, including, without limitation, any Over-Lease trustee's sale, any action to enforce the security, by any proceeding or master lease agreement resulting from action in foreclosure, by a deed in lieu at foreclosure, or by a sale by Landlord or refinancing in settlement thereof. If requested, Tenant agrees to execute whatever documentation may be required to further effect the provisions of its interest in the Property to a third party and a lease-back of the entire Property by Landlord from such third party) or the lien of any mortgage or deed of trust which may now or hereafter be placed on the Propertythis Article. Upon Tenant’s request, Landlord shall request and use commercially reasonable efforts Landlord's failure to obtain from any present or future mortgagee, trustee, fee owner, ground or prime lessor, or any person having an interest the non-disturbance agreement contemplated herein shall in the Premises superior to this Lease (a “Superior Interest”) a written subordination and nondisturbance agreement in recordable form, providing that so long as Tenant performs all of the terms, covenants and conditions of this Lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, ground or prime lessor or fee owner, no way affect Tenant’s rights 's continued obligations under this Lease shall not be disturbed and shall remain in full force and effect for the Term, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder, unless such joinder is required for jurisdictional purposes. Landlord shall not have any liability to Tenant if it is not able to obtain such subordination and nondisturbance agreementLease.