Common use of Subordination Attornment Non Disturbance Clause in Contracts

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or mortgage (collectively, "Mortgage") now or hereafter placed by Landlord upon the Real Property, to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any person holding any Mortgage shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease for as long as such person does not become an owner of, or entitled to control of, the Property or the Corporate Center through foreclosure of such Mortgage. In the event of Landlord's default with respect to any such obligation, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage. The provisions of a Mortgage relating to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this Lease.

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed all deeds of trust, mortgages, assignments of rents and leases, UCC financing 172 statements and other security agreements that may now or other hypothecation at any time hereafter be placed against the Leased Premises, made by Landlord, its predecessors, successors or mortgage (collectivelyassigns, "Mortgage") to secure money borrowed, and which may now or hereafter placed by Landlord upon affect the Real PropertyLeased Premises, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements or extensions thereof Tenant hereby attorneys, in accordance with the terms of this Lease, to the lender in any such deed of trust (the "Lender"), such attornment to be effective upon Lendxx'x xcquisition of title to the Leased Premises; provided, however, that Lendxx xxxees in writing with Tenaxx, xx the time of Lendxx'x xcquisition of title, to recognize the validity of this Lease, notwithstanding any foreclosure or deed in lieu thereof, but this proviso shall be applicable only so long as Tenant is not in default hereunder and extensions only so long as Tenant's right to possession hereunder is not terminated in accordance with the provisions of this Lease. Tenant's attornment shall not be term inated by foreclosure of any such deed of trust or by deed in lieu thereof. Tenant agrees that any person holding any Mortgage shall have no duty, liability or obligation to perform any of At the obligations request of Landlord under or Lender, Tenant shall promptly execute any certificate or agreement in confirmation of this Lease for attornment or any subordination prescribed in this Section, and Tenant appoints Landlord as long as Tenaxx'x xttorney-in-fact to execute any such person does not become an owner of, certificates or entitled to control of, the Property or the Corporate Center through foreclosure agreements on behalf of such MortgageTenant. In the event of LandlordLender's default with respect acquisition of title to the Leased Premises, Lender shall not be responsible or liable for any such obligation, deposits made by Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by to Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect deposits are specifically assigned to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage. The provisions of a Mortgage relating to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this LeaseLender.

Subordination Attornment Non Disturbance. 30.1 Provided that Tenant is provided with a subordination, non-disturbance and attornment agreement in a commercially reasonable form which (i) does not modify the economic terms of this Lease (or materially modify any other provision hereof) and (ii) recognizes all of Tenant's prospective and accrued rights under this Lease with respect to (A) the Letters of Credit and any matter relating to Capital Items under this Lease and (B) any default occurring before foreclosure (or delivery of a deed in lieu of foreclosure) (collectively, "Foreclosure Transfer") of a security instrument defined below) which continues after such Foreclosure Transfer ("SNDA") duly executed by the holder of any ground leases, deeds of trust, mortgages security interests (collectively, "Security Instruments") affecting the Premises, this Lease is and shall be subject and subordinate at all times to the security interests evidenced by the Security Instruments. Notwithstanding any provision of this Lease to the contrary, (a) Sub ordination. This Landlord shall not permit any Security Instrument to be recorded against the Premises or otherwise become prior to the lien of this Lease (without providing to Tenant an SNDA) prior to the earlier of the time of recordation of the Memorandum of this Lease described in Paragraph 25 (provided Tenant causes such Memorandum to be executed in recordable form, by Tenant within ten (10) business days after Landlord's request if such Memorandum was not previously recorded) or the date of Tenant's occupancy of the Premises for the conduct of business, and (b) in the event Landlord shall breach its obligations under clause (a), and Landlord shall not cure such breach (by causing such Security Instrument to be subordinate to this Lease or by providing Tenant an SNDA conforming to the requirements of this Paragraph 30) within thirty (30) days following receipt by Landlord of written notice from Tenant of such breach, without prejudice to its other rights and remedies, Tenant shall have the right to terminate this Lease, exercisable by delivery of written notice to Landlord at any time after such breach and expiration of such thirty (30) day period. 30.2 Subject to the provisions of this Paragraph 30, upon the delivery by Landlord to Tenant of an SNDA in the form and substance required by this Paragraph 30 duly executed and acknowledged by each of the holder(s) of the security interests set forth in each future Security Instrument (and if required by the terms of the SNDA, executed and acknowledged by Landlord), this Lease shall be subject and subordinate to each such future Security Instrument hereafter in force against the Land, the Improvements and/or the Building or any ground leasepart thereof, mortgageif any, deed of trust, or other hypothecation or mortgage (collectively, "Mortgage") now or hereafter placed by Landlord upon the Real Property, to any and all advances made on the security thereof and to all renewals, extensions, modifications, consolidationsconsolidations and replacements thereof, replacements and extensions thereof. to all advances made or hereafter to be made upon the security of each such Security Instrument. 30.3 Subject to the provisions of this Paragraph 30 (and the provisions of the SNDAs to be delivered hereunder), Tenant agrees that any person holding any Mortgage shall have no duty, liability or obligation to perform any attorn to the holder(s) of the obligations of Landlord under this Lease for as long as such person does not become an owner of, security interests set forth in the Security Instruments or entitled to control of, the Property or the Corporate Center through foreclosure of such Mortgage. In the event of Landlord's default with respect to any successors thereto upon any such obligationforeclosure sale or deed in lieu thereof, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice if so requested to do so by such holder (provided that such attornment is consistent with the terms of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage. The provisions of a Mortgage relating to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this Leaseapplicable SNDA).

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, trust or other hypothecation or mortgage (collectively, "Mortgage") security devise now or hereafter placed by Landlord Lessor upon the Real Property, to any and all advances made on real property of which the security thereof Premises are a part and to all renewals, modificationsmodification, consolidations, replacements and extensions thereofthereof ("Security Devises"), provided that Lessee obtains from the holder and beneficiary of any such Security Devise a Non-Disturbance Agreement in form and substance reasonably satisfactory to Lessee. Tenant Upon Lessor's written request, Lessee shall within five (5) days, execute, acknowledge and deliver to Lessor a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessor. Said statement may be relied upon by Lessor, its agents, lenders and purchasers. Upon Lessee's written request, Lessor shall within five (5) days, execute, acknowledge and deliver to Lessee a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessee. Said statement may be relied upon by Lessee , its agents, lenders and purchasers. Subject to Lessee's receipt of a Non-Disturbance Agreement, Lessee agrees that to attorn to Lender or any person holding any Mortgage shall have no duty, liability or obligation to perform any other party who acquires ownership of the obligations Premises by reason of Landlord under this Lease for as long as such person does not become an owner of, or entitled to control of, the Property or the Corporate Center through a foreclosure of such Mortgage. In a Security Device, and that in the event of Landlord's default such foreclosure, such new owner shall not be liable for any act of omission of any prior lessor or with respect to any such obligation, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed events occurring prior to such Mortgage. The provisions acquisition of a Mortgage relating ownership, or be subject to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this Leaseoffsets or defenses which Lessee might have against any prior lessor.

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, trust or other hypothecation or mortgage (collectively, "Mortgage") security devise now or hereafter placed by Landlord Lessor upon the Real Property, to any and all advances made on real property of which the security thereof Premises are a part and to all renewals, modificationsmodification, consolidations, replacements and extensions thereofthereof ("Security Devises"), provided that Lessee obtains from the holder and beneficiary of any such Security Devise a Non-Disturbance Agreement in form and substance reasonably satisfactory to Lessee. Tenant Upon Lessor's written request, Lessee shall within five (5) days, execute, acknowledge and deliver to Lessor a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessor. Said statement may be relied upon by Lessor, its agents, lenders and purchasers. Upon Lessee's written request, Lessor shall within five (5) days, execute, acknowledge and deliver to Lessee a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessee. Said statement may be relied upon by Lessee, its agents, lenders and purchasers. Subject to Lessee's receipt of a Non-Disturbance Agreement, Lessee agrees that to attorn to Lender or any person holding any Mortgage shall have no duty, liability or obligation to perform any other party who acquires ownership of the obligations Premises by reason of Landlord under this Lease for as long as such person does not become an owner of, or entitled to control of, the Property or the Corporate Center through a foreclosure of such Mortgage. In a Security Device, and that in the event of Landlord's default such foreclosure, such new owner shall not be liable for any act of omission of any prior lessor or with respect to any such obligation, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed events occurring prior to such Mortgage. The provisions acquisition of a Mortgage relating ownership, or be subject to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this Leaseoffsets or defenses which Lessee might have against any prior lessor.

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease shall be subject and subordinate to any ground leaseof Lessee's mortgagee's mortgages or deeds of trust and all amendments, mortgage, deed of trust, renewals or other hypothecation or mortgage (collectively, "Mortgage") modifications thereof now or hereafter placed in effect. This subordination shall be shelf-operative and no further certificate or instrument of subordination need be required by Landlord upon the Real Property, to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereofsuch mortgagee. Tenant agrees that any person holding any Mortgage shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease for as long as such person does not become an owner of, or entitled to control of, the Property or the Corporate Center through foreclosure In confirmation of such Mortgagesubordination, 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 Landlordthe enforcement by Lessor's default with respect 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 such obligationoffset, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice defense or damages arising out of a default of any obligations of any preceding Lessor; or (iii) bound by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and amendment or modification of this Lease made without the Lender shall have received written notice consent of such default trustee or such beneficiary or such successor in interest; and a reasonable time (not less than sixty (60) days) provided, however, that no new successor in interest shall thereafter have elapsed without disturb the default having been cured. If any Lender shall elect to have possession of the Lessee under this Lease superior to so long as the lien Lessee is not in default of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage. The provisions any of a Mortgage relating to the disposition of condemnation and insurance proceeds shall prevail over any contrary 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.

Subordination Attornment Non Disturbance. (aA) Sub ordination. This Lease lease, at Landlord’s option, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or mortgage (collectively, "Mortgage") for security now or hereafter placed by Landlord upon the Real Property, real property of which the Leased Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any person holding any Mortgage shall have no dutyNotwithstanding such subordination, liability or obligation Tenant’s right to perform any quiet possession of the obligations Leased Premises shall not be disturbed if Tenant is not in default under the provisions of Landlord under this Lease for as long as such person does not become an owner oflease, or entitled unless this lease is otherwise terminated pursuant to control of, the Property or the Corporate Center through foreclosure of such Mortgage. In the event of Landlord's default with respect to any such obligation, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been curedits terms. If any Lender first mortgagee, trustee or ground Landlord shall elect to have this Lease superior lease prior to the lien of its Mortgage and shall give written notice thereof to Tenantmortgage, deed of trust or ground lease, this Lease lease shall be deemed prior to such Mortgagemortgage, deed of trust, or ground lease, whether this lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. This provision shall be self-operative without the execution of any further instruments. Notwithstanding the foregoing however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence the subordination of this Lease to any and all such mortgages. (B) Tenant at anytime upon request by Landlord agrees to execute any documents (including but not limited to subordination, non-disturbance, and attornment agreements and/or estoppel certificates) required to effectuate such subordination, to certify the Lease or to make this lease prior to the lien of any first mortgage, deed of trust or ground lease, as the case may be, and failing to do so within ten (10) days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney in fact and in Tenant’s name, place and stead, to do so. (C) If the Building and/or Leased Premises are at any time subject to a mortgage and/or deed of trust, and Tenant has received written notice from Mortgagee of same, then in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder, Tenant will also simultaneously give a copy of such notice to each of Landlord’s Mortgagee and each Landlord’s Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, plus an additional period of thirty (30) days, and Tenant will accept such curative or remedial action (if any) taken by Landlord’s Mortgagee with the same effect as if such action had been taken by Landlord. (D) If the interests of Landlord under this Lease shall be transferred voluntarily or by reason foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall be bound to such transferee (sometimes herein referred to as the Purchaser) for the balance of the Term hereof remaining, and any extensions or renewals thereof which may be effective in accordance with the terms and provisions hereof with the same force and effect as if the Purchaser were the Landlord under this Lease. Tenant does hereby agree to attorn to the Purchaser, including the Mortgagee under any such mortgage if it be the Purchaser, as its Landlord, said attornment to be effective and self-operative without the execution of any further instruments upon the Purchaser succeeding to the interest of the Landlord under this Lease. The provisions respective rights and obligations of a Mortgage relating Tenant and the Purchaser upon such attornment, to the disposition extent of condemnation the remaining balance of the Term of this Lease any such extensions and insurance proceeds renewals, shall prevail over any contrary provisions contained be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under the Lease or otherwise and Landlord’s successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of the Landlord under this Lease.

Subordination Attornment Non Disturbance. (a) Sub ordination. This Lease Sublessee agrees that the Sublease shall be subject and subordinate to the lien of any mortgages, deeds of trust or ground leaseleases now or hereafter placed against the Property or Building (as those terms are defined in the Master Lease), and to all renewals and modifications, supplements, consolidations, and extensions thereof. Notwithstanding the foregoing, Lessor reserves the right, to subordinate, or cause to be subordinated, any such mortgage, deed of trust or ground lease to the Sublease. Upon a foreclosure or conveyance in lieu of foreclosure under such mortgage or deed of trust, or other hypothecation a termination of such ground lease, Sublessee shall attorn to and recognize such successor as Lessor under the Master Lease. Sublessee shall execute and deliver on request and in the form requested by Lessor, any instruments reasonably necessary or mortgage appropriate to evidence, effect or confirm such subordination provided that such agreement (collectively, "Mortgage"i) now or hereafter placed by Landlord upon shall provide Sublessee’s rights under the Real Property, to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that any person holding any Mortgage Sublease shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease for as not be disturbed so long as such person does Sublessee is not become an owner ofin default under the Sublease beyond applicable notice and cure periods, (ii) shall not materially modify the Sublease in any respect, (iii) shall not materially increase Sublessee’s obligations or entitled decrease Sublessee’s rights under the Sublease. Should Sublessee fail to control of, the Property or the Corporate Center through foreclosure of such Mortgage. In the event of Landlord's default with respect to sign and return any such obligationdocuments that comply with this Section or to provide specific written objections to such documents stating in particular how the documents fail to comply with this Sublease within ten (10) days of request, Tenant will give any Lender, whose name and address have previously in writing been furnished Tenant, notice of a default by Landlord. Tenant may not exercise any remedies for default by Landlord unless and until Landlord and the Lender shall have received written notice of such default and a reasonable time (not less than sixty (60) days) shall thereafter have elapsed without the default having been cured. If any Lender shall elect to have this Lease superior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease Sublessee shall be deemed prior in default. Lessor agrees to such Mortgage. The provisions of make a Mortgage relating good faith effort to the disposition of condemnation and insurance proceeds shall prevail over any contrary provisions contained in this Leaseobtain nondisturbance agreements.