Common use of Subordination; Mortgagee’s Rights Clause in Contracts

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, and (ii) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Master Lease subject and subordinate to any Mortgage securing the Project Financing now or in the future affecting the Premises, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee Mortgagee, but only as so long as there and on condition that (i) the Sublease is no Event of Default under this Lease, in full force and effect and (ii) appropriate subordination, non-disturbance, attornment and recognition agreements (each an “SNDA”) are in effect by and among PAID, City, Landlord delivers at the time it executes this Leaseand Mortgagee, a Subordinationin each case in form and substance satisfactory to all signatory parties. This clause shall be self-operative, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and but within twenty (iii20) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease SNDA and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably requestrequest consistent with the terms of this Section 19. However, any Mortgagee may at any time subordinate its Mortgage to this Master Lease, without Tenant’s consent, by giving written notice to Tenant, and this Master Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Master Lease. On the Effective Date, Tenant shall enter into an SNDA with the Permitted Lender providing the Project Financing consistent with the terms of this Section 19.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that (i) Tenant’s 's right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease. This clause shall be self-operative, and (ii) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form but within ten (10) business 10 days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s 's consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s 's rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. (b) No Mortgagee shall be (i) liable for any act or omission of a prior landlord, (ii) subject to any rental offsets or defenses against a prior landlord, (iii) bound by any amendment of this Lease made without its written consent, or (iv) bound by payment of Monthly Rent more than one month in advance or liable for any other funds paid by Tenant to Landlord unless such funds actually have been transferred to the Mortgagee by Landlord. (c) As a condition to Tenant subordinating its leasehold estate to any future Mortgagees, Landlord shall use commercially reasonable efforts to obtain, at no cost to Landlord, a subordination, non-disturbance and attornment agreement for the benefit of Tenant in a form reasonably acceptable to all parties. (d) The provisions of Sections 15 and 16 above notwithstanding, Landlord's obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of any Mortgagee. 20.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, has occurred and (ii) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably requestis continuing. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. Landlord shall use good faith and diligent efforts to obtain and deliver to Tenant, by the Commencement Date, an Estoppel Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit “C” (the “SNDA”). If the SNDA is not delivered to Tenant within fifteen (15) business days after the date upon which a fully signed original of this Lease is delivered to Tenant, Tenant shall have the option to terminate this Lease by written notice to Landlord, provided that such notice is delivered not later than twenty (20) business days after the date upon which a fully signed original of this Lease is delivered to Tenant and prior to the delivery of the SNDA to Tenant. If this Lease is so terminated, Landlord shall promptly pay to Tenant the actual cost of construction work by Tenant within the Premises, not to exceed $70,000 in the aggregate, through the last day of such fifteen (15) business day period, upon submission to Landlord of reasonable substantiation for such costs. Tenant shall execute and deliver to any future Mortgagee an agreement substantially in the form of Exhibit “C” upon written request of Landlord.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, and in the event a Mortgagee or its affiliate succeeds to the interests of Landlord under this Lease (any such successor, a “Successor Landlord”), then, provided that (i) TenantXxxxxx receives written notice thereof from Successor Landlord and Xxxxxx’s right of possession of the Premises shall not be disturbed by the Mortgagee Successor Landlord so long as there is no uncured Event of Default under this Lease, Tenant shall be bound to the Successor Landlord under all of the terms, covenants and (ii) conditions of this Lease for the remaining balance of the term hereof and Tenant does hereby agree to attorn to the Successor Landlord delivers at as its landlord without requiring the time it executes execution of any further instruments immediately upon the Successor Landlord succeeding to the interest of Landlord under this Lease. This clause shall be self-operative, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form but within ten (10) business days after request therefor. request, Tenant shall execute (or make good faith corrective comments to) and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty 126390.00400/118481426v.4 04/15/2019 05:55 A4P4 insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease.

Subordination; Mortgagee’s Rights. (a) Tenant accepts agrees the this Lease subject and is subordinate to a mortgage held by Nationwide Life Insurance Company , an affiliate, its successor or assigns ("Lender") with a maturity date in July, 2005 (the "Existing Mortgage"). If the term of the Existing Mortgage is extended beyond January 15, 2006, Landlord, in good faith and with due diligence, shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from the Lender in form and substance reasonably acceptable to Tenant and Lender. Tenant agrees to subordinate this Lease to any Mortgage now future mortgage or in the other future encumbrance hereafter affecting the Premises, provided that (i) Tenant’s right conditioned upon the delivery to Tenant of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Leasea subordination, and (ii) Landlord delivers at the time it executes this Lease, a Subordination, Nonnon-disturbance and Attornment Agreement attornment agreement from the holder of such mortgage or other encumbrance in the form attached hereto as Exhibit “F” with respect and substance reasonably acceptable to the current Mortgage, Tenant and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably requestholder. However, any Mortgagee mortgagee may at any time subordinate its Mortgage mortgage to this Leaselease, without Tenant’s 's consent, by giving written notice to Tenant, and thereupon this Lease lease shall then be deemed prior to such Mortgage mortgage without regard to their respective dates of execution and delivery; provided provided, however, that such subordination shall not affect any Mortgagee’s rights with respect mortgagee's right to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage mortgage and the execution of this Leaselease. It is understood and agreed that any mortgagee shall not be liable to Tenant for any funds paid by Tenant to Landlord unless such funds actually have been transferred to such mortgagee by Landlord. Notwithstanding the provisions of Sections 12 and 13 above, Landlord's obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of Landlord's mortgagee(s).

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there Tenant is no Event of Default not in default under this LeaseLease beyond the expiration of an applicable notice and cure period. This clause shall be self-operative, and but within twenty (ii20) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably requestrequest and so long as the Mortgagee shall execute and deliver a non-disturbance agreement in the form reasonably requested by the Mortgagee. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease.

Subordination; Mortgagee’s Rights. (a) Subject to Mortgagee’s rights set forth in this Lease, Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises. This clause shall be self-operative, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, and (ii) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form but within ten (10) 10 business days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. The subordination of Tenant’s interest under this Lease to any Mortgage placed on the Premises after the date of this Lease, as well as Tenant’s obligation to attorn to any Mortgagee and/or purchaser through foreclosure or sale in lieu thereof with respect to any such Mortgage, shall be conditioned on the Mortgagee, purchaser or other party in question agreeing to recognize and not disturb Tenant’s rights under this Lease, provided that Tenant is not in default hereunder beyond applicable notice and cure periods.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage of the entire Building and/or Land affecting the Premises, which may now or in the future affecting be secured upon the PremisesBuilding and/or Land, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no an Event of Default does not exist and Tenant is not in default under this Lease. This clause shall be self-operative, and (ii) Landlord delivers at although no instrument or act on the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect part of Tenant will be necessary to the current Mortgage, and (iii) with respect to any future Mortgageeffectuate such subordination, Tenant shall execute a Subordinationwill, Non-disturbance and Attornment Agreement on nevertheless, in confirmation of such Mortgagee’s form subordination, within ten (10) business days after request therefor. Tenant shall request, execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease.. Notwithstanding the foregoing, the party holding the instrument to which this Lease is subordinate shall have the right to recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and in such case this Lease shall continue in full force and effect at the option of the party holding the superior lien and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the confirmation of such attornment within ten (10) days after request. Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. “

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there Tenant is no Event of Default not in default under this Lease. Tenant shall, in the event any proceedings are brought for the foreclosure of the Premises or in the event of exercise of the power of sale under any security instrument made by Landlord covering the Premises, or termination of any ground lease, attorn to the Mortgagee or purchaser under such foreclosure or sale, or ground lessor, as the case may be, and (ii) recognize such Mortgagee, purchaser or lessor as the Landlord delivers at the time it executes under this Lease. This clause shall be self-operative, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect to the current Mortgage, and (iii) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form but within ten (10) business 10 days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. No Mortgagee shall be (i) liable for any act or omission of a prior landlord, (ii) subject to any rental offsets or defenses against a prior landlord, (iii) bound by any amendment of this Lease made without its written consent, or (iv) bound by payment of Monthly Rent more than one month in advance or liable for any other funds paid by Tenant to Landlord unless such funds actually have been transferred to the Mortgagee by Landlord. The provisions of Sections 15 and 16 above notwithstanding, Landlord’s obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of any Mortgagee.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this This Lease shall be subject and subordinate to any Mortgage now or in the future affecting given by Landlord encumbering the Premises, provided and upon the condition that (i) Tenant’s right of rights and privileges under this Lease, including, without limitation, possession of the Premises Premises, shall not be disturbed by the any such Mortgagee so long as there Tenant is no Event of Default not in default under this Lease, Lease after the delivery of notice and the expiration of all applicable cure periods. This clause shall be self-operative (ii) Landlord delivers at the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect subject to the current Mortgagecondition set forth below in this paragraph), and but within fifteen (iii15) with respect to any future Mortgage, Tenant shall execute a Subordination, Non-disturbance and Attornment Agreement on such Mortgagee’s form within ten (10) business days after request therefor. request, Tenant shall execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially further reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. Notwithstanding anything herein to the contrary, as a condition of Tenant’s subordination of this Lease as set forth above, Landlord shall obtain from any existing or future Mortgagee and from its construction lender a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”), to be executed by Landlord, Tenant and Landlord’s Mortgagee, substantially similar in form and substance to the form of SNDA attached as Exhibit “H” hereto or otherwise in form and substance reasonably acceptable to the parties thereto. The parties agree to negotiate any such SNDA diligently and in good faith. The parties further agree that the form of SNDA attached hereto as Exhibit “H” is reasonable, and the parties agree to execute same upon the request of the other party or Landlord’s Mortgagee.

Subordination; Mortgagee’s Rights. (a) Tenant accepts this Lease subject and subordinate to any Mortgage of the entire Building and/or Land affecting the Premises, which may now or in the future affecting be secured upon the PremisesBuilding and/or Land, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that (i) Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no an Event of Default does not exist and Tenant is not in default under this Lease. This clause shall be self-operative, and (ii) Landlord delivers at although no instrument or act on the time it executes this Lease, a Subordination, Non-disturbance and Attornment Agreement in the form attached hereto as Exhibit “F” with respect part of Tenant will be necessary to the current Mortgage, and (iii) with respect to any future Mortgageeffectuate such subordination, Tenant shall execute a Subordinationwill, Non-disturbance and Attornment Agreement on nevertheless, in confirmation of such Mortgagee’s form subordination, within ten (10) business days after request therefor. Tenant shall request, execute and deliver any further commercially reasonable instruments confirming the subordination of this Lease and any commercially reasonable further instruments of attornment that the Mortgagee may reasonably request. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such Mortgage and the execution of this Lease. Notwithstanding the foregoing, the party holding the instrument to which this Lease is subordinate shall have the right to recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and in such case this Lease shall continue in full force and effect at the option of the party holding the superior lien and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the confirmation of such attornment within ten (10) days after request. Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest. The provisions of Sections 15 and 16 above notwithstanding, Landlord’s obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of any Mortgagee.