Common use of Subordination, Non-Disturbance and Attornment Clause in Contracts

Subordination, Non-Disturbance and Attornment. Landlord represents to Tenant that, as of the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained by Landlord to be secured by the Site, Building and/or Premises, upon request Tenant shall agree to subordinate this Lease to the lien of such mortgage or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereunder.

Subordination, Non-Disturbance and Attornment. Landlord represents to Tenant that, as of the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained by Landlord to be secured by the Site, Building and/or Premises, upon request Tenant shall agree to subordinate this Lease Notwithstanding anything to the lien of such mortgage or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth contrary in this Lease, this Lease and Lessee’s interest hereunder shall not be terminated subject, subordinate and inferior to any mortgage or otherwise affected as a result of such financing other security instrument granted or any exercise entered into by lender of any rights against Landlord or Lessor in connection with the loan by which Lessor acquired the Premises from Lessee, and any mortgage or other security instrument hereafter placed upon the Premises by Lessor, and to any and all advances made or to be made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof, provided that any such mortgage or other security instrument (or a separate non-disturbance agreement entered into between Lessee and the Mortgagee in whose favor such mortgage was granted) shall provide for the recognition of this Lease and all Lessee’s rights hereunder, including the non-disturbance of Lessee’s possessory rights hereunder, unless and until an Event of Default occurs and is continuing in which event Mortgagee shall have all rights and remedies provided under this Lease, and shall otherwise be on such terms and conditions as shall be mutually agreeable to Lessee and Mortgagee. If Lessor desires to obtain or refinance any loan, Lessee shall execute any and all documents that such Mortgagee reasonably requires in connection with such financing, so long as the same do not materially adversely affect any right, benefit or privilege of Lessee under this Lease or materially increase Lessee’s non-monetary obligations or increase Lessee’s monetary obligations under this Lease.

Subordination, Non-Disturbance and Attornment. Landlord represents This Lease and Tenant's interest hereunder shall be subordinate to Tenant that, as of any Mortgage or other security instrument hereafter placed upon the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained by Landlord to be secured by the Site, Building and/or Premises, upon request Tenant shall agree to subordinate this Lease to the lien of such mortgage or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested Leased Premises by Landlord, and to any additional documents evidencing and all advances made or to be made thereunder, to the subordination interest thereon, and all renewals, replacements and extensions thereof, provided that any such Mortgage or other security instrument (or a separate instrument of subordination, non-disturbance and attornment in recordable form duly executed by the holder of any such Mortgage or other security instrument executed and delivered to Tenant) shall provide for the recognition of this Lease with respect and all Tenant's rights hereunder unless and until an Event of Default exists beyond any applicable notice and cure period and Landlord shall have the right to terminate this Lease pursuant to any such future mortgage or deed applicable provision hereof. Landlord covenants that so long as Tenant shall have paid all Basic Rent then due and payable and no other Event of trustDefault shall have occurred and then be continuing hereunder, Landlord shall timely pay the debt service payments due Lender in connection with the Loan; provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Leasethat, the foregoing shall not be terminated or otherwise affected as a result of such financing or obligate Landlord to make any exercise by lender payment to Lender during the pendency of any rights against good faith dispute between Landlord or the Premises thereunderand Lender.

Subordination, Non-Disturbance and Attornment. Landlord represents (a) This Lease and Tenant's interest hereunder shall be subordinate to Tenant any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, and to any and all advances made or to be made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof, provided that any such Mortgage or other security instrument (or a separate instrument in recordable form duly executed by the holder of any such Mortgage or other security instrument and delivered to Tenant) shall provide that, so long as no Event of Default has occurred and is continuing under the terms of this Lease and if Landlord shall not otherwise have the right to terminate this Lease pursuant to any applicable provision hereof, (i) the successor-in -interest to Landlord under this Lease ( the "Successor Landlord") shall recognize this Lease and Tenant's rights hereunder, (ii) Tenant will not be joined as a party defendant in any foreclosure action or proceeding which may be instituted or taken by any Lender (other than for the purpose of instituting such action against Landlord, if required by Law), and (iii) Tenant's use and possession of the Effective Date, there is no mortgage Leased Premises shall not be disturbed nor shall Tenant's leasehold estate or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained by Landlord to be secured by the Site, Building and/or Premises, upon request Tenant shall agree to subordinate this Lease to the lien of such mortgage or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent in any uncured Default way by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request reason of any default by Landlord and in the form reasonably requested by Landlord, under any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereunderMortgage.

Subordination, Non-Disturbance and Attornment. Landlord represents 8.1.1 This Lease shall be subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now or hereafter affect the real property of which the Premises forms a part or affect the ground or underlying leases, and all renewals, modifications, consolidations, replacements and extensions thereof, without the necessity of executing any instrument to effectuate such subordination; provided, however, that such subordination shall be evidenced by a Subordination, Nondisturbance and Attornment Agreement in the form of Exhibit G attached hereto, which Tenant thatspecifically covenants and agrees to execute and deliver from time to time as may be requested by Landlord. However Tenant also agrees that any such first mortgagee shall have the right at any time to subordinate such mortgage, as of the Effective Date, there is no mortgage or deed of trust encumbering the Premisesor other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant agrees that if any loan Landlord is subsequently obtained by Landlord to be secured by the Site, Building and/or Premises, upon request Tenant shall agree hereby irrevocably vested with full power and authority to subordinate this Lease to the lien of such mortgage or any mortgage, deed of trust pursuant toor other lien now existing or hereafter placed upon the Building, in whole or in part, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to a Subordination, Non-Disturbance and thereafter execute) and deliver, upon request by Landlord and Attornment Agreement in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect Exhibit G upon 15 days prior written notice to any further evidence such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereundersubordination.

Subordination, Non-Disturbance and Attornment. Landlord represents to Tenant that, as of the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained Upon written notice by Landlord to Tenant, this Lease shall be secured by and become subject and subordinate to any and all mortgages or deeds of trust now existing, or that hereafter may secure Permitted Mortgage Loans, on the Site, Building and/or Premises, upon request Tenant shall agree for the full amount of all advances made or to subordinate this Lease be made thereunder and without regard to the lien time or character of such advances, together with interest thereon, and subject to all the terms and provisions thereof. Notwithstanding the foregoing provisions with respect to subordination, such provisions shall not be effective unless the owner or holder of any such mortgage or deed of trust pursuant to, shall execute with Tenant a non-disturbance and subject to, attornment agreement under which said owner or holder shall agree to accept the provisions attornment of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed and not disturb Tenant's right of trust is foreclosed or a conveyance in lieu possession hereunder upon foreclosure of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and if Tenant is not in default. Tenant hereby agrees to attorn to any offset rights of Tenant expressly set forth in this Leaseperson, shall not be terminated firm or corporation purchasing or otherwise affected as a result of such financing acquiring the Premises at any sale or any other proceeding or pursuant to the exercise by lender of any rights against other rights, power or remedies under such mortgages or deeds of trust, as if such person, firm or corporation had been named as Landlord or the Premises thereunder.herein. Upon request of Landlord, Tenant agrees to execute and deliver an instrument suitable for recording

Subordination, Non-Disturbance and Attornment. Landlord represents If the Premises --------------------------------------------- are, or become subject to Tenant thatone or more mortgages: LANDLORD shall obtain from LANDLORD'S mortgagee an executed Subordination, Non-Disturbance and Attornment Agreement in the form of Exhibit "D" attached hereto consisting of four (4) pages each of which have been initialed by LANDLORD and TENANT and LANDLORD shall deliver such executed agreement to TENANT within thirty (30) days after execution of this Lease as to an existing mortgage ( and TENANT shall have no obligation to pay rent or other charges hereunder until such Subordination, Non-Disturbance and Attornment Agreement is delivered to TENANT, and TENANT shall pay all accrued rent and charges at the time of delivery) and within thirty (30) days after execution of the Effective Date, there is no mortgage or deed as to a mortgage entered into after the execution of trust encumbering the Premisesthis Lease. Tenant TENANT agrees that if provided any loan is subsequently obtained by Landlord mortgagee of LANDLORD agrees not to be secured by disturb TENANT'S rights hereunder pursuant to the Siteterms of the Subordination, Building and/or PremisesNon-Disturbance and Attornment Agreement, upon request Tenant TENANT shall agree to subordinate this Lease to the lien of such mortgage or deed of trust pursuant to, mortgagee and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become such mortgagee (or such mortgagee's purchaser at a foreclosure sale) in accordance with the Tenant terms of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants Subordination, Non-Disturbance and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereunderAttornment Agreement.

Subordination, Non-Disturbance and Attornment. Landlord represents to Tenant that, as This Capital Lease and all rights of the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained by Landlord to City hereunder are and shall be secured by the Site, Building and/or Premises, upon request Tenant shall agree to subject and subordinate this Lease to the lien of such mortgage any mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof (a “Mortgage”) which may now or hereafter affect the Developer’s title to the Premises or the Developer’s interest hereunder and to any modifications, renewals, consolidations, extensions, or replacements of any of the foregoing. As a condition precedent to City’s obligations under this section, the Developer agrees to cause any lender to the Developer that requires a Mortgage with respect to the Premises to execute and deliver to the City a subordination, non-disturbance and attornment agreement (“SNDA”) in a form mutually acceptable to the Developer’s lender and the City, which SNDA shall give the City reasonable assurance that its leasehold rights under this Capital Lease shall not be interrupted or disturbed as a result of a foreclosure or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested with respect to the Mortgage held by the mortgagee or beneficiaryDeveloper’s lender. In return, as applicable, agree in writing to the City will attorn to and become recognize such successor to the Tenant Developer resulting from such foreclosure or deed in lieu of foreclosure as the City’s landlord under this Capital Lease. Upon such non- disturbance and attornment, this Capital Lease shall continue in full force and effect as a direct Lease between such successor landlord and the City, subject to all the terms, covenants, and conditions of this Capital Lease, and the successor landlord shall not disturb the City’s right of possession of the successor in interest to Landlord provided that in all events Tenant’s rights Premises so long as no Lease Default exists under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Capital Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereunder.

Subordination, Non-Disturbance and Attornment. Landlord represents This Lease and Tenant's interest hereunder shall be subordinate to Tenant thatany Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, as of and to any and all advances made or to be made thereunder, to the Effective Dateinterest thereon, there is no mortgage or deed of trust encumbering the Premises. and all renewals, replacements and extensions thereof and Tenant agrees that if any loan is subsequently obtained by Landlord to be secured by attorn to and recognize the Site, Building and/or Premises, upon request Tenant shall agree to subordinate this Lease to the lien holder of such mortgage or deed of trust pursuant to, and subject to, the provisions of this Paragraph 28. Tenant agrees that Mortgage as landlord in the event that such holder succeeds to the interest of Landlord hereunder; provided that, any future mortgage such Mortgage or deed of trust is foreclosed other security instrument (or a conveyance separate instrument in lieu of foreclosure is made for any reason, Tenant shall, if requested recordable form duly executed by the mortgagee holder of any such Mortgage or beneficiary, as applicable, agree in writing other security instrument and delivered to attorn to and become Tenant) shall provide for the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination recognition of this Lease with respect and all Tenant's rights hereunder (including, but not limited to, Tenant's right to the continued and uninterrupted peaceable use, occupancy, enjoyment and possession of the Leased Premises notwithstanding any default by Landlord under the terms of a Note and/or Mortgage or the exercise by Lender of any remedy thereunder or any other loan documents, including, but not limited to, foreclosure) unless and until an Event of Default shall have occurred and then be continuing or Landlord shall have the right to terminate this Lease pursuant to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and any offset rights of Tenant expressly set forth in this Lease, shall not be terminated or otherwise affected as a result of such financing or any exercise by lender of any rights against Landlord or the Premises thereunderapplicable provision hereof.

Subordination, Non-Disturbance and Attornment. Landlord represents to Tenant that, as of the Effective Date, there is no mortgage or deed of trust encumbering the Premises. Tenant agrees that if any loan is subsequently obtained Upon written notice by Landlord to Tenant, this Lease shall be secured by and become subject and subordinate to any and all mortgages or deeds of trust now existing, or that hereafter may secure Permitted Mortgage Loans, on the Site, Building and/or Premises, upon request Tenant shall agree for the full amount of all advances made or to subordinate this Lease be made thereunder and without regard to the lien time or character of such advances, together with interest thereon, and subject to all the terms and provisions thereof. Notwithstanding the foregoing provisions with respect to subordination, such provisions shall not be effective unless the owner or holder of any such mortgage or deed of trust pursuant to, shall execute with Tenant a non-disturbance and subject to, attornment agreement under which said owner or holder shall agree to accept the provisions attornment of this Paragraph 28. Tenant agrees that in the event that any future mortgage or deed and not disturb Tenant's right of trust is foreclosed or a conveyance in lieu possession hereunder upon foreclosure of foreclosure is made for any reason, Tenant shall, if requested by the mortgagee or beneficiary, as applicable, agree in writing to attorn to and become the Tenant of the successor in interest to Landlord provided that in all events Tenant’s rights under this Lease shall not be affected absent any uncured Default by Tenant. Tenant covenants and agrees to execute (or make good faith comments to and thereafter execute) and deliver, upon request by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such future mortgage or deed of trust, provided that such documents shall confirm that Tenant’s leasehold interest and if Tenant is not in default. Tenant hereby agrees to attorn to any offset rights of Tenant expressly set forth in this Leaseperson, shall not be terminated firm or corporation purchasing or otherwise affected as a result of such financing acquiring the Premises at any sale or any other proceeding or pursuant to the exercise by lender of any rights against other rights, power or remedies under such mortgages or deeds of trust, as if such person, firm or corporation had been named as Landlord or herein. Upon request of Landlord, Tenant agrees to execute and deliver an instrument suitable for recording subordinating Tenant's interest in the Premises thereunderto any such Permitted Mortgage Loan, subject to the provisions of this Section 38.