Common use of Subordination Attornment and Nondisturbance Clause in Contracts

Subordination Attornment and Nondisturbance. Tenant agrees that, if requested by Landlord, this Lease shall be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the Leased Premises and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust, provided that Landlord first delivers to Tenant a Subordination and Non-Disturbance Agreement (defined below) from the holder of such lien or mortgage, and Landlord shall obtain the same from the holder of such lien or mortgage. Landlord agrees that any right, title or interest created by Landlord from and after the date hereof in favor of or granted to any third party shall be subject to (i) this Agreement and all of Tenant’s rights, title and interests created in this Agreement, and (ii) any and all documents executed or to be executed by and between Tenant and Landlord in connection with this Agreement. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable to Tenant, between Tenant, Landlord and the holder of a lien or a mortgage that provides that the holder of such lien or a mortgage (i) agrees not to disturb Tenant’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days of Tenant’s Option Notice, or within ten (10) business days of the date of creation of any future mortgages or deeds of trust, Landlord shall request Landlord’s secured lenders to provide an Subordination and Non-Disturbance Agreement in form reasonably acceptable to Tenant, executed and acknowledged by Landlord and the holder of any mortgage to which this Lease is, or shall become, subordinate.

Subordination Attornment and Nondisturbance. Tenant agrees that, if requested by Landlord, Nothing in this Lease shall be subject and subordinate construed to limit TI's right to sell, convey or divest TI's ownership of any mortgages or deeds all of trust now the TI Expressway Site or hereafter placed upon the Leased Premises and Premises. In the event of any such sale, conveyance, or divestiture of title to all modifications theretothe Leased Premises, by Lessor or subsequent owners of such title, and provided that the successor enters into a nondisturbance and attornment agreement with Lessee, which shall provide that in the event of foreclosure or other action, this Lease and the rights of Lessee hereunder shall not be disturbed but shall continue in full force and effect so long as Lessee shall not be in material default hereunder beyond expiration of any applicable grace or cure period, Lessee shall subordinate this Lease to all present and future advances made with respect to the lien of any such mortgage or deed of trust, provided that Landlord first delivers to Tenant a Subordination and Non-Disturbance Agreement (defined below) from the holder of such lien or mortgageTrust, and Landlord the Lessor, person or corporation, or other entity who is divested of title shall obtain be entirely freed and relieved of all covenants and obligations thereafter accruing hereunder, and the same from grantee, person, corporation or other entity or entities who otherwise succeeds or succeed to title shall be deemed to have assumed the holder covenants and obligations of Lessor thereafter accruing hereunder until the next conveyance or divestiture of title. Lessee shall look to said grantee or successor for the observance and performance of covenants and obligations of Lessor hereunder assumed by such lien grantee or mortgagesuccessor. Landlord Lessee agrees that any right, title or interest created by Landlord from and after the date hereof in favor of or granted to attorn to any third party shall be subject to (i) this Agreement and all of Tenant’s rightssuch grantee or successor. In the event Lessor sells, title and interests created in this Agreement, and (ii) any and all documents executed conveys or to be executed by and between Tenant and Landlord in connection with this Agreement. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable to Tenant, between Tenant, Landlord and the holder of a lien or a mortgage that provides that the holder of such lien or a mortgage (i) agrees not to disturb Tenant’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and assigns its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days of Tenant’s Option Notice, or within ten (10) business days ownership of the date Leased Premises to an entity having a total net worth of creation of any future mortgages less than one hundred million dollars ($100,000,000), the prohibition on set off, demand or deeds of trustdeduction by Lessee set forth in Section 2.01, Landlord above, shall request Landlord’s secured lenders to provide an Subordination and Non-Disturbance Agreement in form reasonably acceptable to Tenant, executed and acknowledged by Landlord and the holder of any mortgage to which this Lease is, or shall become, subordinateno longer apply.

Subordination Attornment and Nondisturbance. Tenant agrees that, if requested by LandlordXxxxxxxx, this Lease shall be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the Leased Premises and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust, provided that Landlord first delivers to Tenant a Subordination and Non-Disturbance Agreement (defined below) from the holder of such lien or mortgage, and Landlord shall obtain the same from the holder of such lien or mortgage. Landlord Xxxxxxxx agrees that any right, title or interest created by Landlord from and after the date hereof in favor of or granted to any third party shall be subject to (i) this Agreement and all of Tenant’s rights, title and interests created in this Agreement, and (ii) any and all documents executed or to be executed by and between Tenant Xxxxxx and Landlord in connection with this Agreement. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable to Tenant, between Tenant, Landlord and the holder of a lien or a mortgage that provides that the holder of such lien or a mortgage (i) agrees not to disturb TenantXxxxxx’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days of Tenant’s Option Notice, or within ten (10) business days of the date of creation of any future mortgages or deeds of trust, Landlord shall request LandlordXxxxxxxx’s secured lenders to provide an Subordination and Non-Disturbance Agreement in form reasonably acceptable to Tenant, executed and acknowledged by Landlord and the holder of any mortgage to which this Lease is, or shall become, subordinate.

Subordination Attornment and Nondisturbance. Tenant agrees that, if requested by Landlord, this This Lease shall be subject and subordinate to at all times to: the lien of any mortgages or deeds mortgage, deed of trust or other security device that may now exist or hereafter placed upon be executed by Landlord in any amount for which the Leased Premises, or Landlord’s interest or estate in any of such items is specified as security, provided Tenant’s rights under this Lease shall be recognized and not disturbed. Landlord or any such mortgagee, deed of trust beneficiary or secured party (collectively “Mortgagee”) shall have the right, at its election, to subordinate or cause any such liens to be subordinated to this Lease. No such subordination nor the effect thereof shall result in any material interference with Tenant’s rights hereunder, and any Mortgagee of Landlord’s interest in the Leased Premises shall formally recognize in writing in recordable form the rights of Tenant (and its successors and assigns) under this Lease as the tenant of the Leased Premises and shall not disturb Tenant’s right to all modifications theretoquiet possession of the Leased Premises pursuant to this Lease during the Term in a form of document reasonably acceptable to Mortgagee. If Landlord’s interest in the Leased Premises is acquired by any Mortgagee, or if any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage, deed of trust or other security device made by Landlord covering the Leased Premises or the Shopping Center or any part thereof, or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor in interest to all present Landlord, attorn to and future advances made become the tenant of the successor in interest to Landlord and recognize such successor in interest as the Landlord under this Lease, provided that such successor in interest agrees to formally recognize in writing the rights of Tenant (and its successors and assigns) under this Lease as the tenant of the Leased Premises and shall not disturb Tenant’s right to quiet possession of the Leased Premises pursuant to this Lease during the Term. Tenant covenants and agrees to execute and deliver, upon and within fifteen (15) days after Landlord’s request and in a form reasonably acceptable to Tenant, a subordination, attornment and non-disturbance agreement evidencing the priority or subordination of this Lease with respect to any lien of any such mortgage or deed of trust, provided that Landlord first delivers to Tenant a Subordination trust and NonTenant's rights of non-Disturbance Agreement (defined below) from the holder of such lien or mortgage, and disturbance. Landlord shall obtain the same furnish Tenant with a non-disturbance agreement from the holder of such lien or mortgage. Landlord agrees that any right, title or interest created by Landlord a Mortgagee within thirty (30) days from and after the date hereof upon which Landlord’s interest in favor of or granted to any third party shall be subject to (i) this Agreement and all of Tenant’s rightsthe Leased Premises is encumbered by a mortgage, title and interests created in this Agreement, and (ii) any and all documents executed or to be executed by and between Tenant and Landlord in connection with this Agreement. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable to Tenant, between Tenant, Landlord and the holder of a lien or a mortgage that provides that the holder of such lien or a mortgage (i) agrees not to disturb Tenant’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days of Tenant’s Option Notice, or within ten (10) business days of the date of creation of any future mortgages or deeds deed of trust, Landlord shall request or other security instrument secured by Landlord’s secured lenders to provide an Subordination and Non-Disturbance Agreement interest in form reasonably acceptable to Tenant, executed and acknowledged by Landlord and the holder of any mortgage to which this Lease is, or shall become, subordinateLeased Premises.

Subordination Attornment and Nondisturbance. This Lease is subject and subordinate to all ground or master leases, mortgages, and deeds of trust which now affect the Premises and the Shopping Center, and to all renewals, modifications, consolidations, replacements, and extensions thereof. If the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees thatpromptly to execute, if requested by Landlordacknowledge, and deliver any and all documents or instruments which Landlord or such lessor, holder, or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease shall to be and become and remain subject and subordinate to any and all ground or master leases, mortgages or deeds of trust now which may hereafter be executed covering the Premises and/or the Shopping Center, or hereafter placed upon any renewals, modifications, consolidations, replacements or extensions thereof, for the Leased Premises full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all modifications theretothe terms and provisions thereof. Tenant agrees, within ten (10) business days after Landlord's written request therefor to execute, acknowledge, and deliver any and all documents or instruments requested by Landlord that do not materially diminish or impair Tenant's rights or materially increase Tenant's obligations or duties under this Lease and that are necessary or proper to all present and future advances made assure the subordination of this Lease to any such mortgages, deeds of trust, or leasehold estates; PROVIDED, however, the foregoing provisions with respect to such election of subordination by Landlord shall not be effective unless and until after the owner or holder of any such mortgage, deed of trust, or the lessor under any such leasehold estate shall execute with Tenant a nondisturbance agreement reasonably acceptable to Tenant under which such owner, holder, or lessor shall agree, in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, provided that Landlord first delivers to Tenant's quiet enjoyment of the Premises will not be disturbed so long as Tenant a Subordination pays Rent and Non-Disturbance Agreement (defined below) from the holder of such lien or mortgage, observes and Landlord shall obtain the same from the holder of such lien or mortgage. Landlord agrees that any right, title or interest created by Landlord from and after the date hereof in favor of or granted to any third party shall be subject to (i) this Agreement and performs all of Tenant’s rights, title and interests created in the obligations under this Agreement, and (ii) any and all documents executed or Lease to be executed observed and performed by and between Tenant and Landlord in connection with this AgreementTenant. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable Tenant's failure to Tenant, between Tenant, Landlord and the holder deliver such a document or instrument of a lien or a mortgage that provides that the holder of subordination within such lien or a mortgage (i) agrees not to disturb Tenant’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days day period, if required, shall at the option of Tenant’s Option NoticeLandlord constitute a material breach or default under this Lease; PROVIDED, however, that Tenant shall have such additional time to respond following such 10-business day period as may be reasonably necessary under the circumstances to negotiate the specific terms of any such subordination, non-disturbance and attornment agreement). Notwithstanding anything to the contrary set forth in this Article 27, Tenant hereby attorns and agrees to attorn to any Person (as that term is defined in Article 28) purchasing or otherwise acquiring the Shopping Center or the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers, or within ten (10) business days of the date of creation of any future mortgages remedies under such mortgages, or deeds of trust, or ground or underlying leases, at their option, as if such Person had been named as Landlord shall request Landlord’s secured lenders to provide an Subordination and Non-Disturbance Agreement in form reasonably acceptable to Tenantherein; PROVIDED, executed and acknowledged by Landlord and however, that the owner or holder of any such mortgage to or deed of trust or the lessor under any such leasehold estate shall have executed with Tenant a non-disturbance agreement under which such owner, holder or lessor has agreed, in the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, that Tenant's quiet enjoyment of the Premises will not be disturbed so long as Tenant pays Rent and observes and performs all the obligations under this Lease isto be observed and performed by Tenant; it being intended hereby that if this Lease is terminated, cut-off or otherwise defeated by reason of any act or actions by the owner or holder of any such mortgage or deed of trust or the lessor under any such leasehold estate, then, subject to the execution and delivery of said non-disturbance agreement, this Lease shall become, subordinatecontinue in full force and effect.

Subordination Attornment and Nondisturbance. Tenant agrees that, if requested by Landlord, Nothing in this Lease shall be subject and subordinate construed to limit TI's right to sell, convey or divest TI's ownership of any mortgages or deeds all of trust now the TI Expressway Site or hereafter placed upon the Leased Premises and Premises. In the event of any such sale, conveyance, or divestiture of title to all modifications theretothe Leased Premises, by Lessor or subsequent owners of such title, and provided that the successor enters into a nondisturbance and attornment agreement with Lessee, which shall provide that in the event of foreclosure or other action, this Lease and the rights of Lessee hereunder shall not be disturbed but shall continue in full force and effect so long as Lessee shall not be in material default hereunder beyond expiration of any applicable grace or cure period, Lessee shall subordinate this Lease to all present and future advances made with respect to the lien of any such mortgage or deed of trust, provided that Landlord first delivers to Tenant a Subordination and Non-Disturbance Agreement (defined below) from the holder Lessor, person or corporation, or other entity who is divested of such lien or mortgagetitle shall be entirely freed and relieved of all covenants and obligations thereafter accruing hereunder, and Landlord the grantee, person, corporation or other entity or entities who otherwise succeeds or succeed to title shall obtain be deemed to have assumed the same from covenants and obligations of Lessor thereafter accruing hereunder until the holder next conveyance or divestiture of title. Lessee shall look to said grantee or successor for the observance and performance of covenants and obligations of Lessor hereunder assumed by such lien grantee or mortgagesuccessor. Landlord Lessee agrees that any right, title or interest created by Landlord from and after the date hereof in favor of or granted to attorn to any third party shall be subject to (i) this Agreement and all of Tenant’s rightssuch grantee or successor. In the event Lessor sells, title and interests created in this Agreement, and (ii) any and all documents executed conveys or to be executed by and between Tenant and Landlord in connection with this Agreement. A “Subordination and Non-Disturbance Agreement” shall mean an agreement, in form reasonably acceptable to Tenant, between Tenant, Landlord and the holder of a lien or a mortgage that provides that the holder of such lien or a mortgage (i) agrees not to disturb Tenant’s possession or rights under this Agreement, (ii) agrees to provide notice of defaults under the lien or a mortgage documents to Tenant and agrees to allow Tenant and assigns its lenders a reasonable period of time following such notice to cure such defaults on behalf of Landlord, and (iii) agrees to comply with such other requirements as may be reasonably required by Tenant or its lenders to ensure the interests of Tenant or its lenders are not interfered with. Within ten (10) business days of Tenant’s Option Notice, or within ten (10) business days ownership of the date Leased Premises to an entity having a total net worth of creation of any future mortgages less than one hundred million dollars ($100,000,000), the prohibition on set off, demand or deeds of trustdeduction by Lessee set forth in Section 2.01, Landlord above, shall request Landlord’s secured lenders to provide an Subordination and Non-Disturbance Agreement in form reasonably acceptable to Tenant, executed and acknowledged by Landlord and the holder of any mortgage to which this Lease is, or shall become, subordinateno longer apply.