Common use of Subordination Non Disturbance Clause in Contracts

Subordination Non Disturbance. Upon request of the holder of any Mortgage, Tenant will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereof, and Tenant shall execute, acknowledge and deliver an instrument effecting such subordination; PROVIDED, HOWEVER, Tenant’s obligation to (a) subordinate its rights under this Lease to the lien of any holder of a Mortgage and (b) execute and deliver such instrument shall be conditioned upon Landlord obtaining and delivering to Tenant, in recordable form, from the holder of any Mortgage to which this Lease is to become subordinate a non-disturbance agreement reasonably acceptable to Tenant containing a covenant binding upon the holder thereof to the effect that as long as Tenant shall not be in default under this Lease, this Lease shall not be terminated or modified in any respect whatsoever, nor shall the rights of Tenant hereunder or its occupancy of the Leased Premises be affected in any way by reason of such Mortgage or any foreclosure action or other proceeding that may be instituted in connection therewith, and that, except to the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant in any such foreclosure action or other proceeding.

Subordination Non Disturbance. Upon written request of the Landlord, or any first mortgagee, lien of indenture holder or first deed of any Mortgagetrust beneficiary of Landlord (“Requesting Entity”), Tenant will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereofshall, and Tenant shall executewithin fifteen (15) Business Days after Landlord’s reasonable request, acknowledge and deliver an instrument effecting such subordination; PROVIDEDin writing, HOWEVER, Tenant’s obligation to (a) subordinate its rights under this Lease to the lien of any holder mortgage, lien of indenture or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or later to be made thereunder. However, as a Mortgage condition to Tenant’s obligation to sign any subordination agreement, Tenant shall have the right to obtain from the Requesting Entity, a written subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession of the Premises as long as there is no Event of Default by Tenant, and (b) execute and deliver such instrument shall be conditioned upon succeeding to Landlord’s interest in the Premises, become bound to Tenant as Landlord obtaining and delivering under this Lease. The holder of any security interest may, upon written notice to Tenant, in recordable form, from the holder of any Mortgage elect to which have this Lease is prior to become subordinate a non-disturbance agreement reasonably acceptable to its security interest regardless of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant containing a covenant binding upon the holder thereof shall attorn to the effect purchaser, transferee or lessor as the case may be, and recognize that party as long as Tenant shall not be in default Landlord under this Lease, provided such party acquires and accepts the Premises subject to all of Tenant’s rights under this Lease shall not be terminated or modified in any respect whatsoever, nor shall the rights of Tenant hereunder or its occupancy of the Leased Premises be affected in any way by reason of such Mortgage or any foreclosure action or other proceeding that may be instituted in connection therewith, and that, except to the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant in any such foreclosure action or other proceedingLease.

Subordination Non Disturbance. Upon request of the holder of any Mortgage, Tenant will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereof, and Tenant shall execute, acknowledge and deliver an instrument effecting such subordination; PROVIDED, HOWEVER, Tenant’s obligation to (a) subordinate its rights under this Lease to the lien of any holder of a Mortgage and (b) execute and deliver such instrument shall be conditioned upon Landlord obtaining and delivering to Tenant, in recordable form, from the holder of any Mortgage to which this Lease is to become subordinate (and in the case of any Mortgage to which this Lease is subordinate by operation of law, Landlord, upon Tenant’s request, shall use good faith efforts to obtain from the holder of such Mortgage and deliver to Tenant, in recordable form) a non-disturbance agreement reasonably acceptable to Tenant containing a covenant binding upon the holder thereof to the effect that as long as Tenant shall is not be in default under this Lease, this Lease shall not be terminated or modified in any respect whatsoever, nor shall the rights of Tenant hereunder or its occupancy of the Leased Premises be affected in any way by reason of such Mortgage or any foreclosure action or other proceeding that may be instituted in connection therewith, and that, except to the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant in any such foreclosure action or other proceeding. In the event of attornment, no lender shall be (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such lender becoming Landlord under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such lender, or (iii) bound by any future modification of this Lease not consented to by such lender. Tenant further agrees that if Landlord shall have failed to cure a default within the time permitted Landlord for cure under this Lease, if any, then any such lender whose address has been so provided to Tenant shall have an additional period of thirty (30) days in which to cure (or such additional time as may be required die to causes beyond such lender’s control, including time to obtain possession of the Leased by power of sale or judicial action). The provisions of this Article shall be self-operative; however, Tenant shall execute such documentation as Landlord or any lender may reasonably request from time to time in order to confirm the matters set forth in this Article in recordable form.

Subordination Non Disturbance. Upon request (a) This Lease, including any future amendments thereto, and all rights of Lessee hereunder, are and shall be subject and subordinate in all respects to any Mortgage(s) now encumbering the holder Premises or which, during the Term of any Mortgagethis Lease, Tenant will subordinate its rights under this Lease the Lessor may wish to have encumber the lien thereof Premises, or the Premises and other property, and to all advances made or hereafter to be made upon the security thereofrenewals, modifications, consolidations, replacements and Tenant shall execute, acknowledge and deliver an instrument effecting such subordination; PROVIDED, HOWEVER, Tenant’s obligation to (a) subordinate its rights under this Lease to the lien extensions of any holder of such Mortgage(s); provided that the Mortgagee(s) shall enter into a Mortgage and (b) execute and deliver such instrument shall be conditioned upon Landlord obtaining and delivering to Tenantnondisturbance agreement, in recordable form, substantially in the form of Schedule D, which shall be, at the time of execution, and which shall remain, for so long as such Mortgage remains a lien upon the Premises, a valid and binding obligation of Lessor, Mortgagee, or any person or entity claiming ownership or other rights of Lessee hereunder, or derivative from Lessee's rights hereunder. This paragraph shall be self-operative and no further instrument of subordination shall be required, but the holder Lessee agrees to execute and deliver to Lessor any confirmation(s) of such subordination required by any Mortgage to Mortgagee(s). (b) If, in connection with obtaining, continuing or renewing mortgage financing for which the Land, the Appurtenant Areas, the Premises and/or this Lease is to become subordinate or any interest therein represents collateral in whole or in part, a non-disturbance agreement reasonably acceptable to Tenant containing a covenant binding upon the holder thereof to the effect that as long as Tenant banking, insurance or other institutional lender shall not be in default under this Lease, request reasonable modifications of this Lease shall as a condition of such financing, Lessee will not be terminated unreasonably withhold, delay or modified in any respect whatsoeverdefer its consent thereto, nor shall provided that such modifications do not increase the rights obligations of Tenant Lessee hereunder or its occupancy of adversely affect to a material degree the Leased Premises be affected in any way by reason of such Mortgage or any foreclosure action or other proceeding that may be instituted in connection therewith, and that, except to the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant in any such foreclosure action or other proceedingLessee's leasehold interest hereby created.

Subordination Non Disturbance. Upon request This Lease and Tenant's rights hereunder are and shall be subject and subordinate to any and all mortgages, trust deeds and ground leases now of record or hereafter executed by Landlord against the holder of any Mortgage, Tenant will subordinate its rights under this Lease to the lien thereof Premises and to all advances made amendments, modifications, replacements or hereafter renewals thereof (each referred to be made upon herein as "Mortgage"); provided, however, that, with respect to any such Mortgage, as a condition to the security thereof, and Tenant shall execute, acknowledge and deliver an instrument effecting such subordination; PROVIDED, HOWEVER, Tenant’s obligation to (a) subordinate its rights under subordination of this Lease and Tenant's rights hereunder to the lien of any holder of a Mortgage and (b) execute and deliver such instrument same, Landlord shall be conditioned upon Landlord obtaining and delivering to Tenant, in recordable form, obtain from the holder (in each case, the "Mortgagee") of any Mortgage such Mortgage, and cause to which be filed in the public record, if obtained, a written agreement between Mortgagee and Tenant that shall be binding on the parties thereto and their respective legal representatives, successors and assigns, and provide, among other provisions, that, so long as this Lease is to become subordinate a non-disturbance agreement reasonably acceptable to in full force and effect and Tenant containing a covenant binding upon the holder thereof to the effect that as long as is not in Default hereunder: (i) Tenant shall not be joined as a defendant in default under this Lease, any proceeding that may be instituted to terminate or enforce or to foreclose the Mortgage; and (ii) Tenant's possession and use of the Real Estate and Premises in accordance with the provisions of this Lease shall not be terminated affected or modified in any respect whatsoever, nor shall the rights of Tenant hereunder or its occupancy of the Leased Premises be affected in any way disturbed by reason of such Mortgage the subordination to or any foreclosure action modification of or other proceeding that default under the Mortgage. Tenant shall execute and deliver within ten (10) business days after request of Landlord such acknowledgments or documents as may be instituted reasonably requested from time to time in connection therewithwith the sale, financing, refinancing or ground leasing of the Premises, Land or Building, including, without limitation, subordination and thatattornment instruments, except to provided such instruments contain the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant nondisturbance provisions set forth in any such foreclosure action or other proceedingclauses (i) and (ii) above.

Subordination Non Disturbance. Upon request This Lease is subject and subordinate in all respects to any and all Mortgages which may now or hereafter be placed on or effect the Property or the Premises, and also to all renewals, modifications, consolidations and extensions thereof. Although no instrument or act on the part of the holder of any MortgageTenant shall be necessary to effectuate such subordination, Tenant will subordinate its rights under this Lease shall, nevertheless, execute and deliver, within ten (10) days after Landlord's request to Tenant, a subordination, non-disturbance and attornment agreement in substantially the lien thereof and to all advances made or hereafter to form attached hereto as EXHIBIT "D" confirming such subordination as may be made upon the security thereof, and Tenant shall execute, acknowledge and deliver an instrument effecting such subordination; PROVIDED, HOWEVER, Tenant’s obligation to (a) subordinate its rights under this Lease to the lien of desired by any holder of a Mortgage and (b) execute and deliver such instrument shall be conditioned upon Landlord obtaining and delivering to Tenant, in recordable form, from the holder of Mortgage. If any Mortgage to which this Lease is subject and subordinate is foreclosed, Tenant shall, on timely request, attorn to become subordinate the holder of the reversionary interest or the mortgagee in possession, as the case may be. Notwithstanding the foregoing, provided the Tenant is not in default of its obligations under this Lease, Tenant's possession of the Premises shall not be disturbed by any mortgagee or purchaser at any foreclosure sale, and any instrument confirming the foregoing subordination executed and delivered on behalf of Tenant shall contain such a non-disturbance agreement reasonably acceptable to Tenant containing a covenant binding upon the holder thereof to the effect that as long as Tenant shall not be in default under this Lease, this Lease shall not be terminated or modified in any respect whatsoever, nor shall the rights of Tenant hereunder or its occupancy of the Leased Premises be affected in any way by reason of such Mortgage or any foreclosure action or other proceeding that may be instituted in connection therewith, and that, except to the extent that the holder of such Mortgage is required to do so to effectively foreclose such Mortgage, Tenant shall not be named as a defendant in any such foreclosure action or other proceedingprovision.