Common use of SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE (3 Clause in Contracts

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE (3. 5 SA) This Lease and all rights of the County hereunder are subject and subordinate to any mortgage or deed of trust which does now or may hereafter cover the Premises or any interest of Lessor therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust except, insofar as County is meeting its obligations under this Lease, any foreclosure of any mortgage or deed of trust shall not result in the termination of this Lease or the displacement of County. In the event of transfer of title of the Premises, including any proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust, or by any other transfer of title covering the Premises, County shall attorn to and recognize any subsequent title holder as the Lessor under all terms, covenants and conditions of this Lease. County’s possession of the Premises shall not be disturbed by the Lessor, or its successors in interest, and this Lease shall remain in full force and effect. Said attornment shall be effective and self-operative immediately upon succession of the current title holder, or its successors in interest, to the interest of Lessor under this Lease. Notwithstanding the above, Lessor shall obtain and deliver to County a Subordination, Attornment and Non- Disturbance Agreement from Lessor’s Lender. Lessor shall require all future lenders on the Premises, upon initiation of their interest in the Premises or within a reasonable time thereafter, to enter into a Subordination, Attornment and Non-Disturbance Agreement with County, thereby insuring County of its leasehold interests in the Premises. Said Subordination, Attornment and Non-Disturbance Agreement shall be in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement attached hereto as Exhibit D or in a form approved by the SSA/Facilities Services Manager, the Chief Real Estate Officer and County Counsel. Accordingly, notwithstanding anything to the contrary herein, County’s obligation to enter into an agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the date of this Lease shall be conditioned upon the holder of such lien, or a ground Lessor, as applicable, confirming in writing and substantially in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement that County’s leasehold interest hereunder shall not be disturbed so long as no County Default exists under this Lease. Foreclosure shall not extinguish this Lease, and any lender or any third party purchasing the Premises at foreclosure sale shall do so subject to this Lease and shall thereafter perform all obligations and be responsible for all liabilities of the Lessor under the terms of this Lease. Upon default by Lessor of any note or deed of trust, County may, at its option, make all lease payments directly to Lender, and same shall be applied to the payment of any and all delinquent or future installments due under such note or deed of trust.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE (3. 5 SAN) This Lease and all rights of the County hereunder are subject and subordinate to any mortgage or deed of trust which does now or may hereafter cover the Premises or any interest of Lessor therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust except, insofar as County is meeting its obligations under this Lease, any foreclosure of any mortgage or deed of trust shall not result in the termination of this Lease or the displacement of County. In the event of transfer of title of the Premises, including any proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust, or by any other transfer of title covering the Premises, County shall attorn to and recognize any subsequent title holder as the Lessor under all terms, covenants and conditions of this Lease. County’s possession of the Premises shall not be disturbed by the Lessor, or its successors in interest, and this Lease shall remain in full force and effect. Said attornment shall be effective and self-operative immediately upon succession of the current title holder, or its successors in interest, to the interest of Lessor under this Lease. Notwithstanding the above, Lessor shall obtain and deliver to County a Subordination, Attornment and Non- Disturbance Agreement from Lessor’s Lender. Lessor Lender attached hereto as Exhibit X. Xxxxxx shall require all future lenders on the Premises, upon initiation of their interest in the Premises or within a reasonable time thereafter, to enter into a Subordination, Attornment and Non-Disturbance Agreement with County, thereby insuring County of its leasehold interests in the Premises. Said Subordination, Attornment and Non-Disturbance Agreement shall be in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement attached hereto as Exhibit D or in a form approved by the SSA/Facilities Services ManagerChief Probation Officer, the Chief Real Estate Officer and County Counsel. Accordingly, notwithstanding anything to the contrary herein, County’s obligation to enter into an agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the date of this Lease shall be conditioned upon the holder of such lien, or a ground Lessor, as applicable, confirming in writing and substantially in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement that County’s leasehold interest hereunder shall not be disturbed so long as no County Default exists under this Lease. Foreclosure shall not extinguish this Lease, and any lender or any third party purchasing the Premises at foreclosure sale shall do so subject to this Lease and shall thereafter perform all obligations and be responsible for all liabilities of the Lessor under the terms of this Lease. Upon default by Lessor of any note or deed of trust, County may, at its option, make all lease payments directly to Lender, and same shall be applied to the payment of any and all delinquent or future installments due under such note or deed of trust.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE (3. 5 SAN) This Lease and all rights of the County hereunder are subject and subordinate to any mortgage or deed of trust which does now or may hereafter cover the Premises or any interest of Lessor therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust except, insofar as County is meeting its obligations under this Lease, any foreclosure of any mortgage or deed of trust shall not result in the termination of this Lease or the displacement of County. In the event of transfer of title of the Premises, including any proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust, or by any other transfer of title covering the Premises, County shall attorn to and recognize any subsequent title holder as the Lessor under all terms, covenants and conditions of this Lease. So long as County is not in County Default per Clause 28 (DEFAULTS AND REMEDIES), County’s possession of the Premises shall not be disturbed by the Lessor, or its successors in interest, and this Lease shall remain in full force and effect. Said attornment shall be effective and self-operative immediately upon succession of the current title holder, or its successors in interest, to the interest of Lessor under this Lease. Notwithstanding the above, Lessor shall obtain obtained and deliver delivered to County a Subordination, Attornment and Non- Non-Disturbance Agreement from Lessor’s LenderLender (attached hereto in Exhibit E), which the Parties have signed. Lessor shall make commercially reasonable efforts to require all future lenders on the Premises, upon initiation of their interest in the Premises or within a reasonable time thereafter, to enter into a Subordination, Attornment and Non-Disturbance Agreement with County, thereby insuring County of its leasehold interests in the Premises. Said Subordination, Attornment and Non-Disturbance Agreement shall be in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement attached hereto and by this reference made a part hereof as Exhibit D E or in a commercially reasonable form required by Lender and reasonably approved by the SSAHCA/Facilities Services Manager, the Chief Real Estate Officer and County Counsel. Accordingly, notwithstanding anything to the contrary herein, County’s obligation to enter into an agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the date of this Lease shall be conditioned upon the holder of such lien, or a ground Lessor, as applicable, confirming in writing and substantially in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement that County’s leasehold interest hereunder shall not be disturbed so long as no County Default exists under this Lease. Foreclosure shall not extinguish this Lease, and any lender or any third party purchasing the Premises at foreclosure sale shall do so subject to this Lease and shall thereafter perform all obligations and be responsible for all liabilities of the Lessor under the terms of this Lease. Upon default by Lessor of any note or deed of trust, County may, at its option, make all lease payments directly to Lender, and same shall be applied to the payment of any and all delinquent or future installments due under such note or deed of trust.

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE (3. 5 SA) This Lease and all rights of the County hereunder are subject and subordinate to any mortgage or deed of trust which does now or may hereafter cover the Premises or any interest of Lessor therein, and to any and all advances made on the security thereof, and to any and all increases, renewals, modifications, consolidations, replacements and extensions of any such mortgage or deed of trust except, insofar as County is meeting its obligations under this Lease, any foreclosure of any mortgage or deed of trust shall not result in the termination of this Lease or the displacement of County. In the event of transfer of title of the Premises, including any proceedings brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust, or by any other transfer of title covering the Premises, County shall attorn to and recognize any subsequent title holder as the Lessor under all terms, covenants and conditions of this Lease. County’s possession of the Premises shall not be disturbed by the Lessor, or its successors in interest, and this Lease shall remain in full force and effect. Said attornment shall be effective and self-operative immediately upon succession of the current title holder, or its successors in interest, to the interest of Lessor under this Lease. Notwithstanding the above, Lessor shall obtain and deliver to County a Subordination, Attornment and Non- Disturbance Agreement from Lessor’s LenderLender (consistent with the form attached hereto in Exhibit C), within thirty (30) days of the date of full execution of this Lease. The inability or failure of Lessor to obtain such Subordination, Attornment and Non-Disturbance Agreement shall not constitute a default by Lessor hereunder but shall entitle County to cancel this Lease. Lessor shall require all future lenders on the Premises, upon initiation of their interest in the Premises or within a reasonable time thereafter, to enter into a Subordination, Attornment and Non-Disturbance Agreement with County, thereby insuring County of its leasehold interests in the Premises. Said Subordination, Attornment and Non-Disturbance Agreement shall be in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement attached hereto as Exhibit D or in a form approved by the SSA/Facilities Services Sheriff-Coroner Real Estate Manager, the Chief Real Estate Officer and County Counsel. Accordingly, notwithstanding anything to the contrary herein, County’s obligation to enter into an agreement to subordinate its interest under this Lease to a lien or ground lease not in existence as of the date of this Lease shall be conditioned upon the holder of such lien, or a ground Lessor, as applicable, confirming in writing and substantially in the form of County’s standard form Subordination, Attornment and Non-Disturbance Agreement that County’s leasehold interest hereunder shall not be disturbed so long as no County Default exists under this Lease. Foreclosure shall not extinguish this Lease, and any lender or any third party purchasing the Premises at foreclosure sale shall do so subject to this Lease and shall thereafter perform all obligations and be responsible for all liabilities of the Lessor under the terms of this Lease. Upon default by Lessor of any note or deed of trust, County may, at its option, make all lease payments directly to Lender, and same shall be applied to the payment of any and all delinquent or future installments due under such note or deed of trust.