Common use of Subordination Generally Clause in Contracts

Subordination Generally. Tenant agrees that this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases that now exist as set forth in Exhibit A and B or hereafter may be executed with the consent of Tenant affecting the Demised Premises or any portion thereof, including without limitation the County Lease; (b) the lien of any mortgage or deed of trust or other security instrument (and any advances thereunder) that may now exist or hereafter be executed in any amount for which the Demised Premises or any portion thereof, any ground leases or underlying leases, or Landlord's interest or estate therein is specified as security; and (c) all modifications, renewals, supplements, consolidations and replacements thereof, provided in all cases that Landlord shall have obtained and delivered to Tenant, in form and content acceptable to Tenant, the written agreement of the mortgagees or beneficiaries named in the mortgages or deeds of trust hereafter executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in the event of foreclosure of mortgage, deed of trust or other security interest, provided that Tenant is not in default under the terms and conditions of this Lease. Subject to the foregoing, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to any such ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason, or any mortgage, deed or trust or other security agreement is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord at the option of such successor-in-interest to Landlord provided, however, that such successor-in-interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all the terms, covenants and conditions of the Lease for the remaining balance of the lease Term, with the same force and effect as if such successor-in-interest were the Landlord under the Lease. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form reasonably requested by Landlord, but subject to the reasonable approval of Tenant, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, mortgages or deeds of trust or other security instruments, or such other attornment and nondisturbance agreement.

Subordination Generally. Tenant agrees that this This Lease shall be subject and subordinate at to all times Mortgages and each Superior Lease hereinafter in effect and to (a) all ground leases or underlying leases that now exist as set forth in Exhibit A renewals, modifications, consolidations, replacements, restatements, increases and B or hereafter may be executed with the consent extensions of Tenant affecting the Demised Premises or any portion thereof, including without limitation the County such Mortgages and/or Superior Lease; provided, however, that, subject to the provision of Section 10.3 of this Lease, the Mortgagee of such Mortgage and/or the Superior Landlord of such Superior Lease shall execute and deliver to Tenant an agreement (b) the lien of any mortgage on such Mortgagee’s or deed of trust or other security instrument (and any advances thereunder) that may now exist or hereafter be executed in any amount for which the Demised Premises or any portion thereof, any ground leases or underlying leases, or Superior Landlord's interest or estate therein is specified as security; and (c) all modifications, renewals, supplements, consolidations and replacements thereof, provided in all cases that Landlord shall have obtained and delivered to Tenant, in ’s standard form and content reasonably acceptable to Tenant) to the effect that, the written agreement of the mortgagees or beneficiaries named in the mortgages or deeds of trust hereafter executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in the event of if (x) there shall be a foreclosure of mortgageits Mortgage, deed such Mortgagee will not make Tenant a party defendant to such foreclosure, unless necessary under Applicable Law for the Mortgagee to foreclose, or if there shall be a foreclosure of trust such Mortgage, such Mortgagee shall not evict Tenant, or other security interestdisturb Tenant’s leasehold estate or rights hereunder, or (y) such Superior Landlord shall exercise any of its rights and remedies under such Superior Lease or at law or in equity to terminate such Superior Lease or evict the tenant thereunder, such Superior Landlord shall not evict Tenant, or disturb Tenant’s leasehold estate or rights hereunder, provided that Tenant is not that, in default under the terms and conditions all events, no Event of this Lease. Subject to the foregoing, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to Default then exists (any such ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reasonagreement, or any mortgageagreement of similar import, deed from a Mortgagee or trust or other security agreement is foreclosed or any Superior Landlord being hereinafter called a conveyance in lieu of foreclosure is made for any reason“Non-Disturbance Agreement”), and Tenant shall, notwithstanding any subordination, shall attorn to and become the Tenant of the Mortgagee or any Superior Landlord, or any successor-in-interest to Landlord, the Mortgagee or any Superior Landlord including without limitation, any such party which takes title by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or alternative procedure, or any right or remedy under a Superior Lease or at law or in equity. The transfer of the option of such successor-in-title to the Premises, any part thereof or any underlying lease to any Mortgagee or any Superior Landlord, or any successor in interest to Landlord, Mortgagee or any Superior Landlord providedby foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or any alternative procedure, or any right or remedy under a Superior Lease or at law or in equity shall not be considered a default or breach by Landlord of this Lease. This Section 10.1 shall be self-operative and no further instrument of subordination shall be required to make the interest of any Mortgagee or Superior Landlord, as the case may be, superior to the interest of Tenant hereunder. Notwithstanding the previous sentence, however, that such successor-in-interest shall recognize the leasehold estate of Tenant and not disturb the possessionshall, use and enjoyment and all rights of Tenant under all the terms, covenants and conditions of the Lease for the remaining balance of the lease Term, together with the same force and effect Mortgagee or any Superior Landlord, as if such successor-in-interest were the Landlord under the Lease. Tenant covenants and agrees to case may be, execute and deliver upon demand by promptly any certificate or agreement that Landlord and any Mortgagee or Superior Landlord, as the case may be, may reasonably request in confirmation of such subordination, and in the form reasonably requested by Landlord, but subject event Tenant fails to the reasonable approval deliver such certificate or agreement within ten (10) Business Days of Tenant’s receipt thereof, any additional documents evidencing Tenant grants to Landlord and each Superior Landlord an irrevocable power of attorney coupled with an interest for the priority or subordination purpose of this Lease with respect to executing and delivering any such ground leasescertificate or agreement for or on behalf of Tenant. Any Non-Disturbance Agreement may be made on the condition that neither the Mortgagee nor any Superior Landlord or anyone claiming by, underlying leases, mortgages through or deeds of trust under such Mortgagee or other security instruments, or such other attornment and nondisturbance agreement.Superior Landlord shall be:

Subordination Generally. Tenant agrees that this This Lease shall be subject and subordinate at to any easement agreements and covenants, conditions and restrictions recorded against the land underlying the Project, and to all times to (a) all present and future ground leases or underlying leases that now exist as set forth in Exhibit A of the Building or Project and B or hereafter may be executed with the consent of Tenant affecting the Demised Premises or any portion thereof, including without limitation the County Lease; (b) to the lien of any mortgage or mortgage, trust deed of trust or other security instrument (and any advances thereunder) that may encumbrances now exist or hereafter be executed in any amount for which force against the Demised Premises Building or Project or any portion part thereof, any ground leases or underlying leasesif any, or Landlord's interest or estate therein is specified as security; and (c) to all modifications, renewals, supplementsextensions, modifications, consolidations and replacements thereof, provided and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in all cases writing that Landlord shall have obtained this Lease be superior thereto. Tenant covenants and delivered to Tenant, in form and content acceptable to Tenant, the written agreement of the mortgagees or beneficiaries named agrees in the mortgages event any proceedings are brought for the foreclosure of any such mortgage or deeds of trust hereafter executed deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the interest lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the possession, use rent and enjoyment observes and performs the terms of Tenant under this Lease in to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the event subordination or superiority of foreclosure this Lease to any such mortgages, trust deeds, ground leases or underlying leases; provided, however, that the subordination of mortgagethis Lease to any such mortgages, deed trust deeds, ground leases or underlying leases entered into after the date of trust or other security interest, provided this Lease shall be upon the express condition that so long as Tenant is not in default under the terms and conditions of this Lease. Subject to the foregoing, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to any such ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason, or any mortgage, deed or trust or other security agreement is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord at the option of such successor-in-interest to Landlord provided, however, that such successor-in-interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all the terms, covenants and conditions of the Lease for the remaining balance beyond applicable notice and cure periods, Tenant’s possession and enjoyment of the lease Term, Premises and Tenant’s rights under this Lease shall not be disturbed or interfered with the same force and effect as if such successor-in-interest were the Landlord under the Lease. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form reasonably requested by Landlordevent of any foreclosure or exercise of any rights under any such mortgages, but trust deeds, ground leases or underlying leases subject to the terms of a commercially reasonable approval SNDA (defined below). Tenant waives the provisions of Tenantany current or future statute, rule or law which may give or purport to give Tenant any additional documents evidencing the priority right or subordination of election to terminate or otherwise adversely affect this Lease with respect to and the obligations of the Tenant hereunder in the event of any such ground leases, underlying leases, mortgages foreclosure proceeding or deeds of trust or other security instruments, or such other attornment and nondisturbance agreementsale.

Subordination Generally. Tenant agrees that this This Lease shall be subject and subordinate at to any easement agreements and CC&Rs recorded against the land underlying the Project, and to all times to (a) all present and future ground leases or underlying leases that now exist as set forth in Exhibit A of the Building or Project and B or hereafter may be executed with the consent of Tenant affecting the Demised Premises or any portion thereof, including without limitation the County Lease; (b) to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed of trust in lieu thereof (or other security instrument (and if any advances thereunder) that may now exist ground lease is terminated), to attorn, without any deductions or hereafter be executed in any amount for which set-offs whatsoever, to the Demised Premises lienholder or purchaser or any portion thereofsuccessors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the terms of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases, provided any such instruments include a commercially reasonable non-disturbance agreement. Tenant waives the provisions of any Laws which may give or Landlord's interest purport to give Tenant any right or estate therein is specified as security; election to terminate or otherwise adversely affect this Lease and (c) all modifications, renewals, supplements, consolidations and replacements thereof, provided in all cases that Landlord shall have obtained and delivered to Tenant, in form and content acceptable to Tenant, the written agreement obligations of the mortgagees or beneficiaries named in the mortgages or deeds of trust hereafter executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease hereunder in the event of any foreclosure of mortgage, deed of trust proceeding or other security interest, provided that Tenant is not in default under the terms and conditions of this Lease. Subject to the foregoing, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to any such ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason, or any mortgage, deed or trust or other security agreement is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord at the option of such successor-in-interest to Landlord provided, however, that such successor-in-interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all the terms, covenants and conditions of the Lease for the remaining balance of the lease Term, with the same force and effect as if such successor-in-interest were the Landlord under the Lease. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form reasonably requested by Landlord, but subject to the reasonable approval of Tenant, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, mortgages or deeds of trust or other security instruments, or such other attornment and nondisturbance agreementsale.