Common use of Subordination Non Disturbance Clause in Contracts

Subordination Non Disturbance. (A) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord's interest or estate therein, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then by notice to Tenant this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. (B) Upon execution of this Lease by Landlord, Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed and acknowledged in proper form except for execution on behalf of Tenant, from (i) the holder(s) of any mortgage now encumbering the Premises, and (ii) from the lessor(s) of any underlying leasehold estate or fee owner under an installment purchase agreement, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate this Lease, except to the extent permitted to Landlord by the terms of this Lease, notwithstanding the foreclosure or the enforcement of the mortgage or termination or other enforcement of an underlying lease or installment purchase agreement

Subordination Non Disturbance. (Aa) Without Tenant hereby subordinates its rights hereunder to the necessity lien or charge of any additional document being executed by Tenant for mortgage or mortgages, or the purpose lien or charge resulting from any other method of effecting a subordinationfinancing or refinancing, this Lease declaration of trust, debenture issue or any other such method of financing or refinancing, now or hereafter in force or placed upon or against the Building, or any part thereof, and of all advances made or hereafter to be made on the security thereof. The validity hereof shall be subject recognized by the holder of such lien or charge, notwithstanding the default of landlord under any such mortgage, declaration of trust, debenture, issue or other method of financing or re-financing or any foreclosure thereof, and subordinate at all times Tenant’s possession and right to ground or underlying leases use in and to the lien Premises and the Common Area will not be disturbed in consequence thereof, so long as Tenant is not in default under the terms hereof. b) If any Mortgagee from any financing or refinancing, declaration of trust, debenture issue or any mortgages such other method of financing or deeds of trust refinancing, now or hereafter in force or placed on, upon or against or affecting the Building, Landlord's interest or estate thereinany part thereof, shall at any time require any change, not of a substantial nature, in any of the terms, covenants or provisions hereof, Tenant will consider, acting reasonably, the modification hereof to comply with the requirement of such Mortgagee. c) It is further agreed that Landlord may assign this Lease and/or the Rent, or any ground portion thereof, in the event of any financing or underlying lease; providedrefinancing, however, and notice to that if effect signed by Landlord shall be a sufficient authority for Tenant to pay the lessor, mortgagee, trusteeRent, or holder such portion thereof as is assigned, and the receipt of such assignee of Landlord shall be a full and adequate discharge to Tenant for such payment d) In the event of any Mortgagee, receiver, receiver-manager or trustee under any mortgage, trust deed, debenture or other charge duly going into possession of the Building, or any part thereof, Tenant shall attorn to and become the tenant of such mortgage Mortgagee or deed trustee. e) If at any time during the currency of trust elects a Mortgage of the interest of Landlord in the Premises or the Building, notice of which has been given to Tenant, Landlord shall be in default under this lease and such default would otherwise allow Tenant to terminate this lease, Tenant, before becoming entitled as against the Mortgagee to exercise any right to terminate this lease, shall give to Mortgagee notice in writing of such default. Such Mortgagee shall have Tenant’s interest sixty (60) days after the giving of such notice, or such longer period as may be reasonable in the circumstances, within which to remedy such default, and if such default is remedied within such time Tenant shall not, by reason thereof, terminate this Lease be superior lease. The rights and privileges granted to any such instrumentMortgagee by virtue of this Article shall not be deemed to alter, then by affect or prejudice any of the rights and remedies available to Tenant as against Landlord. Any notice to Tenant this Lease be given to such Mortgagee shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required have been properly given if mailed by Landlordregistered mail to its most recent address. (B) Upon execution of this Lease by Landlord, Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed and acknowledged in proper form except for execution on behalf of Tenant, from (i) the holder(s) of any mortgage now encumbering the Premises, and (ii) from the lessor(s) of any underlying leasehold estate or fee owner under an installment purchase agreement, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate this Lease, except to the extent permitted to Landlord by the terms of this Lease, notwithstanding the foreclosure or the enforcement of the mortgage or termination or other enforcement of an underlying lease or installment purchase agreement

Subordination Non Disturbance. (A) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this 15.1 This Lease shall be is subject and subordinate at all times to all ground or underlying leases and to the lien of any leases, all mortgages or and/or deeds of trust trust, all covenants, restrictions, easements, and encumbrances which may now or hereafter placed onaffect such leases or the real property of which the Premises form a part, against and all future renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee or affecting the Buildingtrustee. In confirmation of such subordination, Tenant shall promptly execute and deliver without charge any certificate or document that Landlord may request in a form which recognizes this Lease and is otherwise reasonably acceptable to Tenant within Fifteen (15) days following Landlord's interest written request. Provided, however, that notwithstanding the foregoing, the party secured by any such deed of trust, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or estate thereinthe purchaser under any such foreclosure sale, in which event Tenant shall attorn to such party secured by such deed of trust or purchaser as Landlord under this Lease. Upon such attornment such party secured by such deed of trust or purchaser shall not be (a) bound by any payment of rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the deed of trust existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior Landlord, or (d) subject to any ground offsets or underlying leasedefenses which Tenant might have against any prior Landlord; provided, however, that if the lessorafter succeeding to Landlord's interest, mortgagee, trustee, or holder of any such mortgage or party secured by such deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then by notice to Tenant this Lease or purchaser shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. (B) Upon execution of this Lease by Landlord, Landlord agrees to use Landlord’s best effortsperform, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed and acknowledged in proper form except for execution on behalf of Tenant, from (i) the holder(s) of any mortgage now encumbering the Premises, and (ii) from the lessor(s) of any underlying leasehold estate or fee owner under an installment purchase agreement, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate this Lease, except to the extent permitted to Landlord by accordance with the terms of this Lease, notwithstanding all obligations of Landlord arising after the foreclosure date of acquisition of title to the Building. Tenant covenants and agrees that it will, at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the subordination of said deed of trust to the lien of this Lease. 15.2 At the option of any landlord under any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, Tenant agrees that neither the cancellation nor termination of such ground or underlying lease, provided that such cancellation does not result in Tenant's inability to occupy the Premises, shall by operation of law or otherwise, result in cancellation or termination of this Lease or the enforcement obligations of the mortgage Tenant hereunder, and Tenant covenants and agrees to attorn to such Landlord or termination to any successor to Landlord's interest in such ground or other enforcement of an underlying lease or installment purchase agreementsubject to the attornment provisions set forth in Section y15.1

Subordination Non Disturbance. (A) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this A. This Lease shall be is subject and subordinate at all times to ground or underlying leases and to the lien lien, provisions, operation and effect of any mortgages or all mortgages, deeds of trust trust, ground leases or other security instruments which may now or hereafter placed onencumber the Building or the Land (collectively "Mortgages"), against to all funds and indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or affecting refinancings thereof. The holder of any Mortgage to which this Lease is subordinate shall have the Buildingright (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such holder in confirmation thereof. B. In confirmation of the foregoing subordination, Tenant shall at Landlord's request promptly execute any requisite or appropriate document. Tenant appoints Landlord as Tenant's attorney-in-fact to execute any such document for Tenant. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event any such foreclosure proceeding is prosecuted or completed or in the event the Land, the Building or Landlord's interest therein is sold at a foreclosure sale or estate thereinby deed in lieu of foreclosure. If this Lease is not extinguished upon such sale or by the purchaser following such sale, then, at the request of such purchaser, Tenant shall attorn to such purchaser and shall recognize such purchaser as the landlord under this Lease. Upon such attornment such purchaser shall not be (a) bound by any payment of the Base Rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any ground offsets or underlying lease; provideddefenses which Tenant might have against any prior landlord. Within five (5) days after the request of such purchaser, howeverTenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. C. If any lender providing construction or permanent financing or any refinancing for the Land or the Building requires, as a condition of such financing or refinancing, that if modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely affect in a material manner Tenant's use of the lessorPremises as herein permitted, mortgageeand (c) do not increase the rent and other sums to be paid by Tenant, trusteethen Landlord may submit to Tenant an amendment to this Lease incorporating such required modifications, or holder and Tenant shall not unreasonably withhold its approval to any such requested modifications and shall notify Landlord of any such mortgage modifications which Tenant believes are D. In the event of any act or deed omission by Landlord which would give Tenant the right to cancel or terminate this Lease, or to abatx xxx payment of trust elects rent, or offset against the payment of rent or to have Tenant’s interest in this Lease be superior to claim a partial or total eviction, Tenant will not exercise any such instrument, then by notice to Tenant this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. (B) Upon execution of this Lease by Landlord, Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed and acknowledged in proper form except for execution on behalf of Tenant, from right until (i) it shall have given written notice of the act or omission to Landlord and to the holder(s) of any mortgage now encumbering the PremisesMortgages whose names and addresses have been furnished to Tenant, and (ii) from a reasonable period of time, in light both of the lessor(s) time required to affect a remedy and of any underlying leasehold estate the impact of the act or fee owner under an installment purchase agreementomission on Tenant's business operations on the Premises, if any, pursuant for remedying the act or omission has elapsed following the giving of the notice (which reasonable period of time shall in no event be less than the period to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises would be entitled under this Lease or otherwise, after similar notice to terminate effect such remedy plus thirty (30), during which time Landlord and such holder(s), or either of them, their agents or employees, will be entitled to enter upon the Premises and do therein whatever may be necessary to remedy the act or omission. E. In the event Landlord sells or otherwise transfers title to the Building (and/or the Land underlying the Building; or assigns the Landlord's right, title and interest in, to and under the Ground Lease) at public or private auction, or otherwise, Landlord agrees to sell or otherwise transfer title to the Building and/or Land, as aforesaid, subject to Tenant's rights under this Lease and the advertisement of sale or transfer shall make specific reference to this Lease so as to place any potential purchaser on notice of Tenant's rights under this Lease, except to the extent permitted to Landlord by the terms of this Lease, notwithstanding the foreclosure or the enforcement of the mortgage or termination or other enforcement of an underlying lease or installment purchase agreement.

Subordination Non Disturbance. (A) Without Landlord shall have the necessity right to place mortgage or mortgages on the Premises and the property of any additional document being executed by Tenant for which the purpose of effecting Premises is a subordinationpart, and this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord's interest or estate therein, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed mortgages or superior thereto, as the mortgagee(s) may elect from time to time. Notice of trust elects to have Tenant’s interest in this Lease such election shall be superior to any such instrument, then by notice given to Tenant this Lease shall be deemed superior, whether this Lease was executed before or in connect with any mortgage foreclosure. Within ten (10) days after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees a written request from time to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. (B) Upon execution of this Lease time made by Landlord, Tenant shall deliver to Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed a signed and acknowledged statement in proper form except for execution on behalf of Tenant, from writing setting forth: (i) that this Lease is unmodified, in full force and effect, free of existing defaults of Landlord and free of defenses against enforceability (or if there have been modifications or defaults, or if Tenant claims defenses against the holder(s) of any mortgage now encumbering enforceability hereof, then stating the Premisesmodifications, and defaults and/or defenses), (ii) from the lessor(s) dates to which Rent and Additional Charges have been paid, and the amount of any underlying leasehold estate or fee owner under an installment purchase agreementadvance rentals paid, (iii) the commencement and expiration dates of the Term, (iv) whether Tenant has given written notice exercising its rights, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate renew this Lease, except to and if so, the extent permitted to renewal term so opted, and (v) that Tenant has no outstanding claims against Landlord (or if there are any claims, then stating the nature and amount of such claims); it being intended that any such statement may be relied upon by any purchaser or mortgagee of Landlord’s interest in the terms of Premises, or any prospective purchaser or mortgagee. Anything in the foregoing sections notwithstanding, this LeaseLease is expressly contingent upon Landlord obtaining from Tenant a Subordination, notwithstanding the foreclosure or the enforcement Non-Disturbance and Attornment Agreement from Landlord’s mortgagee, upon satisfaction of the mortgage or termination or other enforcement following conditions: submission of an underlying lease or installment purchase agreementTenant’s financial statement in such form and for such periods as Landlord’s mortgagee may reasonably require; completion and execution by Tenant of a Tenant Estoppel Certificate; payment by Tenant of mortgagee’s fee, if any, for the issuance of such Agreement.

Subordination Non Disturbance. (A) Without SECTION 13.1. Landlord reserves the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be right to subject and subordinate this Lease at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or first mortgage hereafter placed on, against or affecting upon Landlord’s interest in the Building, Landlord's interest or estate therein, or any ground or underlying leasePremises; provided, however: (a) no default by Landlord under any such mortgage shall affect Tenant’s rights under this Lease, so long as Tenant pays all monetary obligations and performs all material nonmonetary obligations imposed upon Tenant hereunder; and (b) this Lease shall not become subordinate to such mortgage until the mortgagee shall execute a Subordination, Non-Disturbance and Attornment Agreement substantially in the form as set forth in EXHIBIT E attached hereto. At or prior to the date of Landlord’s Notice of Commencement, Landlord shall cause to be delivered to Tenant a separate Subordination, Non-Disturbance and Attornment Agreement substantially in the form as that if attached hereto as EXHIBIT E for each mortgage or deed of trust shown on the lessortitle insurance commitment delivered to Tenant in accordance with Section 15.6 hereof, mortgagee, trustee, or duly executed by the holder of any each such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then by notice to Tenant this Lease shall be deemed superior, whether this Lease was executed before or after said instrumenttrust. Notwithstanding Upon the foregoingrequest of Landlord, Tenant covenants shall, within thirty (30) days of the date of such written request, execute and agrees deliver to Landlord without charge, the Subordination, Non-Disturbance and Attornment Agreement attached hereto as EXHIBIT E. SECTION 13.2. Within thirty (30) days after the date of this Lease, Landlord shall cause Primary Ground Lessor and Secondary Ground Lessor to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. (B) Upon execution of this Lease by Landlord, Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“a Ground Lessor Non-Disturbance Agreement”) executed Agreement substantially in the form as that attached hereto as EXHIBIT E-1 and acknowledged in proper form except for execution on behalf of TenantEXHIBIT E-2, from (i) the holder(s) of any mortgage now encumbering the Premises, and (ii) from the lessor(s) of any underlying leasehold estate or fee owner under an installment purchase agreement, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any of such cases, an “Existing Holder”) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate this Lease, except to the extent permitted to Landlord by the terms of this Lease, notwithstanding the foreclosure or the enforcement of the mortgage or termination or other enforcement of an underlying lease or installment purchase agreementrespectively.

Subordination Non Disturbance. (A) Without 21.01 Subject to the necessity provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationthis Section 21, this Lease and Tenant’s rights hereunder shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now existing or hereafter placed on, created on or against or affecting the Premises and/or the Building, Landlord's interest and all renewals, modifications, consolidations and extensions thereof, without the necessity of any further instrument or estate thereinact on the part of Tenant. Tenant agrees, or at the election of any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or to attorn to the holder of any such mortgage to which this Lease is subject and subordinate. 21.02 As a condition to the subordination of this Lease to any future mortgage or deed ground lease, Landlord shall obtain for the benefit of trust elects Tenant a subordination, non-disturbance and attornment agreement from every mortgagee to have which Landlord grants a mortgage of the Property hereafter and from every ground lessor that may hereafter acquire fee title to the Building or the Complex. Each SNDA shall be acceptable to Tenant in both form and substance and shall be recorded at Landlord’s sole cost. Without limiting the generality of the foregoing, the mortgagee shall acknowledge the Improvement Allowance and free rent concessions made available to Tenant and shall agree to be subject to the rights of offset contained herein should Landlord fail to provide the Improvement Allowance. Notwithstanding the foregoing, the holder of any mortgage may at any time subordinate its mortgage to this Lease, without Tenant’s interest in this Lease be superior to any such instrumentconsent, then by notice in writing to Tenant Tenant. Thereupon this Lease shall be deemed superiorprior to such mortgage without regard to their respective dates of execution and delivery, whether and such mortgagee shall have the same rights with respect to this Lease was as though this Lease had been executed before prior to the execution and delivery of the mortgage and assigned to such mortgagee. 21.03 The word “mortgage” is used herein to include any lien, ground rent (if Landlord’s interest is or after said instrumentbecomes a leasehold estate) or encumbrance on the Premises and/or the Building, or any part of, interest in, or appurtenance to any of the foregoing. The word “mortgagee” is used herein to include the holder of any mortgage, ground lease or encumbrance, including any representative or servicing agent of any such mortgagee. 21.04 Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority within thirty (30) days of Landlord’s receipt of an executed copy of this Lease as may from Tenant, , Landlord shall obtain a non-disturbance agreement for the benefit of Tenant on a form of agreement reasonably acceptable to the current mortgagee and Tenant (“NDA”). Without limiting the generality of the foregoing, the mortgagee shall acknowledge the Improvement Allowance and free rent concessions made available to Tenant and shall agree to be required by Landlord. subject to the rights of offset contained herein should Landlord fail to provide the Improvement Allowance. If Landlord does not obtain the NDA within such thirty (B30) Upon execution of day period, this Lease by Landlord, Landlord agrees to use Landlord’s best efforts, in Landlord's reasonable discretion, to obtain and furnish to Tenant agreement(s) (“Non-Disturbance Agreement”) executed and acknowledged in proper form except for execution on behalf of Tenant, from (i) shall terminate immediately upon the holder(s) of any mortgage now encumbering the Premises, and (ii) from the lessor(s) of any underlying leasehold estate or fee owner under an installment purchase agreement, if any, pursuant to which Landlord directly or indirectly derives its authority to execute this Lease (in either or any conclusion of such cases, an “Existing Holder”thirty (30) whereby each Existing Holder agrees to not disturb Tenant in its rights, use and possession of the Premises under this Lease or to terminate this Lease, except to the extent permitted to Landlord by the terms of this Lease, notwithstanding the foreclosure or the enforcement of the mortgage or termination or other enforcement of an underlying lease or installment purchase agreementday period.