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

Subordination, Non-Disturbance and Attornment. Lessor represents to Lessee that as of the date of this Amendment the Premises is encumbered by a mortgage in favor of the Lessor's lender (the "Security Deed") and that Lessor is the fee simple owner of the Premises. Lessee agrees that the Lease (as amended hereby) is and shall remain subject and subordinate to such Security Deed; provided, however, that as a part of such subordination and on the Lease Amendment Effective Date (as defined in Section 8 of this Amendment), Lessor, Lessee and Lessor's lender shall enter into said lender's standard, commercially reasonable form of Subordination, Non-Disturbance and Attornment Agreement ("SNDA"), provided that (i) such form is acceptable to Lessee in its reasonable discretion, and (ii) except for the subordination of this Lease to the Security Deed, such SNDA does not impair Lessee's rights or remedies or increase Lessee's obligations under the Lease. In the event that, following the date of this Amendment, Lessor desires to refinance the debt secured by the Security Deed, or otherwise encumber the Premises with a deed to secure debt, deed of trust, mortgage or other similar instrument, Lessee agrees to subordinate this Lease to such instrument provided that Lessor, Lessee and Lessor's lender enter into said lender's standard, commercially reasonable form of SNDA, provided that (i) such form is acceptable to Lessee in its reasonable discretion, and (ii) except for the subordination of this Lease to the applicable financing, such SNDA does not impair Lessee's rights or remedies or increase Lessee's obligations under the Lease.

Subordination, Non-Disturbance and Attornment. Lessor represents (a) This Lease and Tenant’s interest hereunder shall be subordinate to Lessee 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 as 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 for the date recognition of this Amendment Lease and all Tenant’s rights hereunder unless an Event of Default has occurred and is continuing hereunder or Landlord shall have the Premises is encumbered right to terminate this Lease pursuant to any applicable provision hereof. (b) If requested by a mortgage in favor of the Lessor's lender (“Secured Lender”) holding or obtaining a security interest in any personal property of Tenant (“Secured Property”) that is located at the "Security Deed") and that Lessor is the fee simple owner of the Leased Premises. Lessee agrees that the Lease (as amended hereby) is and shall remain subject and subordinate to such Security Deed; provided, however, that as a part of such subordination and on the Lease Amendment Effective Date (as defined in Section 8 of this Amendment), Lessor, Lessee and Lessor's lender Landlord shall enter into said lender's standardsuch reasonable and customary documentation as the Secured Lender shall reasonably request, commercially including a subordination of any statutory lien that Landlord may have in such Secured Property and permitting such Secured Lender reasonable form of Subordination, Non-Disturbance and Attornment Agreement ("SNDA"), provided that (i) such form is acceptable access to Lessee in its reasonable discretion, and (ii) except the Leased Premises for the subordination purpose of this Lease enforcing such Secured Lender’s lien with respect to such Secured Property. (c) If requested by the Security Deedholders and lenders under the Senior Credit Facility, Landlord shall enter into an intercreditor agreement in form and substance reasonably satisfactory to Landlord and such holders and lenders (it being understood that if required by such holders and lenders, such SNDA does not impair Lessee's intercreditor agreement will provide for standard “leasehold mortgagee” rights or remedies or increase Lessee's obligations upon the occurrence of an Event of Default hereunder and/or under the Lease. In the event that, following the date of this Amendment, Lessor desires to refinance the debt secured by the Security Deed, or otherwise encumber the Premises with a deed to secure debt, deed of trust, mortgage or other similar instrument, Lessee agrees to subordinate this Lease to such instrument provided that Lessor, Lessee and Lessor's lender enter into said lender's standard, commercially reasonable form of SNDA, provided that (i) such form is acceptable to Lessee in its reasonable discretion, and (ii) except for the subordination of this Lease to the applicable financing, such SNDA does not impair Lessee's rights or remedies or increase Lessee's obligations under the LeaseGuaranty).

Subordination, Non-Disturbance and Attornment. Lessor represents to Lessee that as Landlord may hereafter encumber the Property or any interest therein with mortgages, may enter into one or more ground leases of the date of this Amendment Land, may sell and lease back the Premises is encumbered by a mortgage in favor Land, or any part of the Lessor's lender Land, and may encumber the leasehold estate under such sale and leaseback arrangement with one or more mortgages (any such mortgage on the "Security Deed") Property or any part thereof or on any such leasehold estate is herein called a “Mortgage” and that Lessor the holder of any such Mortgage is the fee simple owner herein called a “Mortgagee” and any such lease of the PremisesLand is herein called a “Ground Lease” and the lessor under any such lease is herein called the “Ground Lessor”). Lessee Landlord agrees that to obtain from any existing or future Mortgagee or any Ground Lessor, from time to time, a subordination, non-disturbance and attornment agreement (“SNDA”) in a form no less favorable to Tenant in any material respect than the Lease form attached hereto as Exhibit P (in the case of Mortgagees) (and, in the case of Ground Lessors, a form no less favorable to Tenant an any material respect from the form attached as amended herebyExhibit P, but with such reasonable, mutually acceptable modifications thereto as may be necessary to reflect differences between a ground lease and a mortgage), which Tenant shall, no later than ten (10) is days thereafter, execute and shall remain subject and subordinate return to such Security Deed; provided, however, that as a part of such subordination and on the Lease Amendment Effective Date (as defined in Section 8 of this Amendment), Mortgagee or Ground Lessor, Lessee and Lessor's lender shall enter into said lender's standard, commercially reasonable form of Subordination, Non-Disturbance and Attornment Agreement ("SNDA"), provided that (i) such form is acceptable to Lessee in its reasonable discretion, and (ii) except for the subordination of this Lease to the Security Deed, such SNDA does not impair Lessee's rights or remedies or increase Lessee's obligations under the Lease. In the event that, following the date of this Amendment, Lessor desires to refinance the debt secured by the Security Deed, or otherwise encumber the Premises with a deed to secure debt, deed of trust, mortgage or other similar instrument, Lessee agrees to subordinate this Lease to no such instrument provided that shall be effective or binding on Tenant unless and until the same shall be executed and delivered to Tenant by such Mortgagee or Ground Lessor, Lessee and Lessor's lender enter into said lender's standard, commercially reasonable form of SNDA, provided that (i) such form is acceptable to Lessee in its reasonable discretion, and (ii) except for the subordination of this Lease to the applicable financing, such SNDA does not impair Lessee's rights or remedies or increase Lessee's obligations under the Lease.