Common use of Subordination of Landlord’s Lien Clause in Contracts

Subordination of Landlord’s Lien. Landlord agrees that, upon the request of any Person that shall be Tenant’s lessor or secured lender with respect to Tenant’s Personal Property, Landlord shall negotiate in good faith for the purpose of executing and delivering a commercially reasonable subordination of Landlord’s rights under Article 15 and Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and such Person regarding the interests, in, and the timing and removal of, any Tenant’s Personal Property, inventory or equipment in which such Person has a security interest (the “Collateral”), in form and substance reasonably acceptable to Landlord and such Person, so long as such subordination and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant in connection with the removal of any of the Collateral by such Person or the exercise of any rights with respect thereto by such Person and any indemnity from all parties claiming an interest in the Collateral against any claims arising from the disposal of any Collateral once deemed abandoned, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any Fixtures, (iii) provides for a reasonable, but in no event more than sixty (60) days after Notice from Landlord, time frame for the removal of such Collateral by such Person after the expiration of which such Collateral shall be deemed abandoned, and (iv) provides for, and shall condition such Person’s right to allow the Collateral to remain at the Leased Property on, the per diem payment of Minimum Rent due hereunder by such Person for each day following the date of the expiration or termination of this Agreement that Landlord permits such Person’s Collateral to remain in the Leased Property. Tenant shall pay all costs (including legal fees) incurred in connection with the negotiation of such subordination agreement(s), within ten (10) days of invoice therefor.

Subordination of Landlord’s Lien. Upon Tenant's written request, Landlord agrees thatto provide a subordination of lien agreement pursuant to which Landlord will subordinate its statutory lien rights under Title 55, upon Chapter 13 of the request Code of Virginia in the personal property of Tenant located within the Premises to the lien of any Person bona-fide third-party institutional lender (a "Tenant Lender") providing financing to Tenant for the operation of Tenant's business in the Premises (it being understood and agreed that nothing in this paragraph shall be deemed to grant Landlord any lien rights other than those provided by Title 55, Chapter 13 of the Code of Virginia or any lien rights on property other than the personal property of Tenant’s lessor or secured lender with respect to Tenant’s Personal Property, Landlord shall negotiate in good faith for the purpose of executing and delivering a commercially reasonable ). The subordination of Landlord’s rights under Article 15 and Landlord’s statutory lien rightsagreement shall include, if any, and a consent and agreement with respect to the respective rights of Landlord and such Person regarding the interests, in, and the timing and removal of, any Tenant’s Personal Property, inventory or equipment in which such Person has a security interest (the “Collateral”), in form and substance reasonably acceptable to Landlord and such Person, so long as such subordination and agreement without limitation: (i) provides for a covenant that the indemnification of Tenant Lender notify Landlord against any claims by Tenant or any Person claiming through Tenant in connection with prior to entering the removal of any of the Collateral by such Person or the exercise of Premises and/or exercising any rights with respect thereto by such Person and any indemnity from all parties claiming an interest in under the Collateral against any claims arising from the disposal subordination of any Collateral once deemed abandonedlien agreement, (ii) expressly excludes a covenant requiring Tenant Lender and Tenant, jointly and severally, to reimburse Landlord for and indemnify, defend and hold harmless Landlord and Landlord Parties from and against any claim and all cost, damage, claim, liability or expense (including without limitation, attorney's fees) incurred by such Person to Landlord or any rightLandlord Parties, title directly or interest indirectly, as a result of or in or to any Fixturesway arising from Tenant Lender's exercise of its rights under the subordination of lien agreement, including without limitation, any entry upon the Premises by Tenant Lender; and (iii) provides for require Tenant Lender to remove all personal property of Tenant subject to such lien and described in such subordination of lien agreement within ten (10) business days following Tenant Lender's first entry upon the Premises. It shall be a reasonable, but in no event more than sixty condition to Landlord's delivery of any subordination of lien agreement that (60a) days after Notice from Tenant deliver to Landlord, time frame simultaneously with Tenant's request for such subordination of lien agreement, a copy of the removal financing agreement with Tenant Lender (which may be redacted by Tenant to omit any information not reasonably relevant to the subordination of lien), a list of all personal property of Tenant subject to the lien of such Collateral Tenant Lender and any other information Landlord may reasonably request regarding such Tenant Lender and/or the financing provided by such Person after the expiration of which such Collateral shall be deemed abandoned, Tenant Lender; and (ivb) provides for, and shall condition such Person’s right to allow the Collateral to remain at the Leased Property on, the per diem payment of Minimum Rent due hereunder by such Person for each day following the date of the expiration or termination of this Agreement that Landlord permits such Person’s Collateral to remain in the Leased Property. Tenant shall pay all costs (including legal fees) incurred in connection with the negotiation of such subordination agreement(s)reimburse Landlord, within ten (10) days following Landlord's written demand, for all reasonable costs and expenses incurred by Landlord in connection with Tenant's request for a subordination of invoice thereforlien agreement, including without limitation, all reasonable legal costs and expenses incurred in connection with the preparation, review and/or negotiation of the subordination of lien agreement.

Subordination of Landlord’s Lien. Landlord agrees that, upon the request If any lender or other person holding a lien or security interest in any or all of any Person that shall be Tenant’s lessor Property (each, a “Tenant Lender”) requests an access or secured lender with respect to Tenant’s Personal Property, Landlord shall negotiate in good faith for occupancy agreement or the purpose of executing and delivering a commercially reasonable subordination of Landlord’s rights under Article 15 and Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and such Person regarding the interests, in, and the timing and removal of, any Tenant’s Personal Property, inventory or equipment in which such Person has a security interest (the “Collateral”), in form and substance reasonably acceptable to Landlord and such Person, so long as such subordination and agreement (i) provides for the indemnification of Landlord against any claims by Tenant landlord lien” or any Person claiming through Tenant in connection with the removal of any of the Collateral by such Person or the exercise of any rights with respect thereto by such Person and any indemnity from all parties claiming an interest in the Collateral against any claims arising from the disposal of any Collateral once deemed abandoned, (ii) expressly excludes any claim by such Person to any other right, title or interest Landlord may have in any of Tenant’s Property (“Landlord Agreement”), Landlord shall execute and deliver any such Landlord Agreement that is commercially reasonable in form and substance and otherwise reasonably acceptable to Landlord, and such Landlord Agreement must provide that: (a) any right of entry or to any Fixtures, (iii) provides occupancy by Tenant Lender after early termination of the Lease shall be for a reasonableperiod not to exceed sixty (60) days, but provided Tenant Lender agrees to pay Base Rent and Additional Rent and complies with the terms and conditions of this Lease during such period; (b) nothing contained in no event more than this Lease, the Landlord Agreement or any loan document with Tenant shall in any way encumber or otherwise affect Landlord’s fee simple interest in and to the Leased Premises, and that none of Tenant Lender’s collateral shall include the Land or Improvements or any other real property interests owned by Landlord with respect to the Leased Premises; (c) Tenant Lender shall restore the Leased Premises to the condition in which it existed prior to Tenant Lender’s entry on the Leased Premises; (d) nothing contained in the Landlord Agreement shall in any way be deemed or construed to amend, modify or alter any of the rights or obligations of Tenant and Landlord under this Lease, as between one another, and that this Lease shall continue unaltered and in full force and effect, as between Tenant and Landlord; (e) nothing in the Landlord Agreement shall be deemed or construed to constitute or effect a release or discharge of any of the obligations of Tenant under this Lease or any other documents executed in connection with this Lease; (f) Landlord’s execution of the Landlord Agreement shall not be deemed or construed to constitute any representation or any type of joinder with any of the representations, warranties and agreements of Tenant in the loan agreements with Tenant Lender or any type of acknowledgment or representation that any such representations and warranties are true, correct or complete; (g) any Tenant’s Property shall be deemed abandoned by Tenant Lender to the extent remaining on the Leased Properties after the later of: expiration of the Term, or sixty (60) days after Notice from Landlordthe earlier termination of the Lease, time frame for the removal or Tenant Lender’s 60-day period of such Collateral by such Person after the expiration of which such Collateral shall be deemed abandoned, occupancy pursuant to this Section 38; and (ivh) provides for, the terms and shall condition such Person’s right to allow the Collateral to remain at the Leased Property on, the per diem payment of Minimum Rent due hereunder by such Person for each day following the date conditions of the expiration or termination of this Landlord Agreement that Landlord permits such Personbeing otherwise commercially reasonable in Landlord’s Collateral to remain in the Leased Property. Tenant shall pay all costs (including legal fees) incurred in connection with the negotiation of such subordination agreement(s), within ten (10) days of invoice therefordetermination.

Subordination of Landlord’s Lien. Landlord agrees thatthat it will subordinate to any conditional sales vendor, upon lessor, or lender of Tenant, any lien or ownership rights Landlord may have in regard to any furniture, trade fixtures, equipment, or other articles of personal property from time to time installed by Tenant at its expense in the request of any Person that shall be Tenant’s lessor Premises or secured lender with respect otherwise stored or located in, on or about the Premises (whether owned by or leased to Tenant’s Personal ) (collectively, "Tenant's Property, "); provided that the holder of such lien provide to Landlord shall negotiate in good faith for the purpose of executing and delivering a commercially reasonable subordination of Landlord’s rights under Article 15 and Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and such Person regarding the interests, in, and the timing and removal of, any Tenant’s Personal Property, inventory or equipment in which such Person has a security interest (the “Collateral”)agreement, in form and substance reasonably acceptable satisfactory to Landlord and Landlord's counsel, which shall provide that such Person, so long as such subordination and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant in connection with the removal of any of the Collateral by such Person or the exercise of any rights with respect thereto by such Person and any indemnity from all parties claiming an interest in the Collateral against any claims arising lienholder shall remove Tenant's Property from the disposal of any Collateral once deemed abandoned, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any Fixtures, (iii) provides for a reasonable, but in no event more than sixty (60) days after Notice from Landlord, time frame for the removal of such Collateral by such Person after the expiration of which such Collateral shall be deemed abandoned, and (iv) provides for, and shall condition such Person’s right to allow the Collateral to remain at the Leased Property on, the per diem payment of Minimum Rent due hereunder by such Person for each day following the date of the expiration or termination of this Agreement that Landlord permits such Person’s Collateral to remain in the Leased Property. Tenant shall pay all costs (including legal fees) incurred in connection with the negotiation of such subordination agreement(s), Premises within ten (10) days of invoice thereforLandlord's written notice to such lienholder of Landlord's intent to exercise Landlord's lien upon the Tenant's Property, and that should such lienholder fail to remove such Tenant's Property (or make other arrangements with respect thereto satisfactory to Landlord) within such ten (10) day period, then such subordination agreement shall be deemed null and void, and Landlord shall be entitled to deal with Tenant's Property as it sees fit. Moreover, Landlord agrees that should any conditional sales vendor, lessor or lender of Tenant so require, Landlord will execute any waiver of ownership rights which may be reasonably requested by any such conditional sales vendor, lessor or lender of Tenant, in regard to any of Tenant's Property, and Landlord will utilize its reasonable efforts to cause its mortgagees to execute and deliver such documentation as may be reasonably requested by any such conditional sales vendor, lessor or lender.

Subordination of Landlord’s Lien. (a) Notwithstanding anything to the contrary contained herein, Landlord agrees thatexpressly subordinates to any security interest acquired by any bona fide first lienholder of Tenant ("Lender"), upon the request of any Person that shall be Tenant’s lessor and all statutory Landlord's liens or secured lender any other liens which Landlord may have or othernrise acquire by law with respect to Tenant’s Personal Property's existing or hereafter acquired furniture, furnishings, medical equipment, machines or devices, including, without limitation, x-ray machines, dialysis machines, electromagnetic devices, ultrasound and other imaging devices and the like (collectively, "Medical Equipment"). (b) Landlord shall negotiate in good faith for hereby agrees to allow Lender, upon at least seven (7) days prior written notice to Landlord, to enter the purpose of executing and delivering a commercially reasonable subordination Demised Premises accompanied by an authorized representative of Landlord’s rights under Article 15 , to remove said Medical Equipment in the event (i) Tenant defaults in its obligations to Lender, and Landlord’s statutory lien rights(ii) Lender exercises its lawful remedies in connection with such default; provided, however, notwithstanding the foregoing to the contrary, Lender shall not have the right to remove any of such Medical Equipment unless and until, simultaneously with such removal, Lender delivers to Landlord payment by cashier's check in the amount equal to the amount of damage, if any, Landlord reasonably determines will result or has resulted during such removal. In no event may a Lender advertise or conduct a sale of such Medical Equipment at the Demised Premises. (c) The foregoing terms and conditions shall be reflected in any documentation requested by Lender to be executed by Landlord or, at Landlord's election, in any form provided by Landlord to evidence the foregoing subordination, which documentation shall othernrise be in form acceptable to Landlord. 25. Services bv Landlord. Landlord shall provide the Building Standard Services described on Exhibit "E" attached hereto a..'ld by reference made a pa.rt hereof. AllY serv1ces requested or required to be supplied to Tenant in excess of the Xxx~ding Standard Services shall be at Tenant's sole cost and expense and shall be paid for by Tenant promptly upon invoice therefor, which invoice may include Landlord's administrative costs and a consent and agreement with respect to the respective rights fee of Landlord and 10% for such Person regarding the interests, in, and the timing and removal of, any Tenant’s Personal Property, inventory or equipment in which such Person has a security interest (the “Collateral”), in form and substance reasonably acceptable to Landlord and such Person, so long as such subordination and agreement (i) provides for the indemnification of Landlord against any claims by Tenant or any Person claiming through Tenant in connection with the removal of any of the Collateral by such Person or the exercise of any rights with respect thereto by such Person and any indemnity from all parties claiming an interest in the Collateral against any claims arising from the disposal of any Collateral once deemed abandoned, (ii) expressly excludes any claim by such Person to any right, title or interest in or to any Fixtures, (iii) provides for a reasonable, but in no event more than sixty (60) days after Notice from Landlord, time frame for the removal of such Collateral by such Person after the expiration of which such Collateral provision. Nothing herein shall be deemed abandoned, and (iv) provides for, and shall condition such Person’s right to allow the Collateral require Landlord to remain at the Leased Property on, the per diem payment of Minimum Rent due hereunder by such Person for each day following the date provide to Tenant any services in excess of the expiration or termination of this Agreement that Landlord permits such Person’s Collateral to remain in the Leased PropertyBuilding Standard Services. Tenant shall pay all costs (including legal fees) incurred in connection with the negotiation of such subordination agreement(s), within ten (10) days of invoice therefor- 23 - 26.