Common use of Subordination or Superiority Clause in Contracts

Subordination or Superiority. If any First Mortgagee shall agree that, if it becomes the owner of the leased premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee under the Lease and not disturb Lessee's use and occupancy of the leased premises if and so long as no Event of Default of Lessee has occurred (which agreement may, at such mortgagee's option, require attornment by Lessee), then all or a portion of the rights and interests of Lessee under this Lease shall be subject and subordinate to the First Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee under this Lease shall have priority over the lien of the First Mortgage. Lessee agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgage, or to give the Lease priority over the lien of the First Mortgage, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefrom.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb LesseeTenant's use and occupancy of the leased premises Lease Premises if and so long as no Event of Default of Lessee has occurred Tenant is not in default under the Lease (which agreement may, at such mortgagee's option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this the Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request that Lessee If Tenant fails to execute and deliver any document such instrument, Tenant does hereby make constitute and irrevocably appoint Landlord as its attorney in accordance with this Section 18.1 more than one time during a twelve (12) month periodfact, Lessor shall pay the reasonable costs in its name, place and expenses of Lessee resulting therefromstead so to do.

Subordination or Superiority. If any First Mortgagee shall agree that, if it becomes As a condition precedent to the owner occurrence of the leased premises by foreclosure Commencement Date, Landlord will deliver to Tenant from the current holder (“Mortgagee”) of any existing mortgage or deed in lieu of foreclosuretrust (collectively, it will recognize the rights and interest of Lessee under the Lease and not disturb Lessee's use and occupancy “Mortgage”) of the leased premises if Property which is senior in priority to this Lease, a subordination, non-disturbance and so long as no Event of Default of Lessee has occurred (which attornment agreement may, at such mortgagee's option, require attornment by Lessee), then all or a portion containing customary provisions recognizing Tenant’s right to quiet possession of the rights Premises and interests of Lessee under the other rights, benefits, privileges and remedies specified in this Lease shall be (“SNDA”) in the form attached hereto as Exhibit G. This Lease will become subject and subordinate to the First lien of any future Mortgage of the Property only if and when the applicable future holder of any Mortgage and Tenant enter into an SNDA that is reasonably acceptable to any and all advances to be made thereundersuch future holder, Landlord, and Tenant. Tenant shall from time to time, within fifteen (15) days from the interest thereonrequest of Landlord or Landlord’s mortgagee, execute, acknowledge and deliver to Landlord and Landlord’s mortgagee, an SNDA in the form attached hereto or such other form reasonably acceptable to Landlord, Landlord’s mortgagee, and all renewals, replacements and extensions thereofTenant. Any First If any existing Mortgagee may elect that, 23 instead of making requires that this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee under this Lease shall have priority over the such Mortgage, Tenant will, upon request of such Mortgagee, execute, acknowledge and deliver to such Mortgagee an agreement acknowledging such priority, in form reasonably approved by Tenant. In no event will any of Tenant’s trade fixtures, inventory, books or records, accounts or other property or assets be or become subject or subordinate to any Mortgage or other lien of the First Mortgage. Lessee agrees that it will, within ten (10) days after demand any kind in writing, execute and deliver whatever instruments may be reasonably required, either favor of Landlord or granted by Landlord to make this Lease subject and subordinate to the First Mortgage, any Mortgagee or to give the Lease priority over the lien of the First Mortgage, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefromother person.

Subordination or Superiority. If any First Mortgagee shall agree that, if it becomes the owner of the leased premises by foreclosure or deed in lieu of foreclosure, it will recognize the The rights and interest of Lessee under the Lease and not disturb Lessee's use and occupancy of the leased premises if and so long as no Event of Default of Lessee has occurred (which agreement may, at such mortgagee's option, require attornment by Lessee), then all or a portion of the rights and interests of Lessee Sublessee under this Lease Sublease shall be subject and subordinate to any mortgage or trust deed now existing or that hereafter may be placed upon the First Mortgage Sublet Premises, Sublessee specifically agreeing that mortgages and deeds of trust may be subsequently executed and delivered by Sublessor, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee may , if the mortgagee or trustee named in said mortgages or trust deeds shall elect that, 23 instead of making this Lease to subject and subordinate the rights and interest of Sublessee under this Sublease to the lien of its first mortgage or first deed of trust deedand shall agree to recognize this Sublease of Sublessee in the event of foreclosure if Sublessee is not in default. Any mortgagee or trustee may elect to give the rights and interest of Sublessee under this Sublease priority over the lien of its mortgage or deed of trust. In the event of either such election and upon notification by such mortgagee or trustee to Sublessee to that effect, the rights and interest of Lessee Sublessee under this Lease Sublease shall be deemed to be subordinate to, or to have priority over over, as the case may be, the lien of said mortgage or trust deed, whether this Sublease is dated prior to or subsequent to the First Mortgagedate of said mortgage or trust deed. Lessee agrees that it willSublessee shall execute and deliver whatever instruments may be required by Sublessor, or any mortgagee or beneficiary of any trust deed encumbering or to encumber the Sublet Premises, for such purposes, and in the event Sublessee fails so to do within ten (10) days after demand in writing, execute Sublessee does hereby make, constitute and deliver whatever instruments may be reasonably requiredirrevocably appoint Sublessor as its attorney in fact and in its name, either place and stead so to make this Lease subject and subordinate to the First Mortgage, or to give the Lease priority over the lien of the First Mortgage, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefromdo.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb LesseeTenant's use and occupancy of the leased premises Leased Premises if and so long as no Event event of Default of Lessee default shall have occurred which has occurred not been waived in writing by Landlord (which agreement may, at such mortgagee's option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten twenty (1020) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this the Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgagee. Should Lessor request mortgagee or trustee, provided that Lessee execute any document in accordance with such instrument shall not modify any provision of this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses of Lessee resulting therefromLease.

Subordination or Superiority. If the mortgagee or trustee in any First Mortgagee shall agree that---------------------------- first mortgage, if it becomes the owner of the leased premises by foreclosure trust deed or deed in lieu of foreclosuretrust shall elect to make this Lease subject and subordinate to its first mortgage, it will recognize the rights and interest deed of Lessee under the Lease and not disturb Lessee's use and occupancy of the leased premises if and so long as no Event of Default of Lessee has occurred (which agreement may, at such mortgagee's option, require attornment by Lessee)trust or trust deed, then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage, deed of trust or trust deed, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements replacements, and extensions thereof. Upon the determination by said mortgagee to subordinate this Lease to its mortgage, deed of trust or trust deed, and in connection with the mortgage encumbering the Premises on the Commencement Date, Landlord shall cause said mortgagee to execute a Subordination, Non-Disturbance and Adornment Agreement substantially in the form attached hereto as Exhibit "G" with such reasonable revisions as the mortgagee shall reasonably request and to which Tenant shall reasonably consent. Any First Mortgagee mortgagee or trustee in any first mortgage, deed of trust or trust deed may elect that, 23 instead of making this Lease or permitting this Lease to be subject and subordinate to its first mortgage deed of trust or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage, deed of trust or trust deed. Lessee Tenant agrees that it will, within ten fifteen (1015) business days after demand in writing, execute and deliver whatever instruments may be reasonably requiredrequired by Landlord's mortgagee, either to make this the Lease subject and subordinate to the First Mortgagesuch mortgage, deed of trust or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage, deed of trust or trust deed, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document mortgagee, beneficiary or trustee and to attorn to such mortgagee, all of which instruments shall be satisfactory in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay form and substance to Tenant and the reasonable costs and expenses of Lessee resulting therefrommortgagee requesting same.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb Lessee's Tenant’s use and occupancy of the leased premises Leased Premises if and so long as no Event of Default of Lessee Tenant has occurred (which agreement may, at such mortgagee's ’s option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request that Lessee Failure of Tenant to execute any document and deliver such instrument(s) shall constitute an Event of Default hereunder and, in accordance with addition to all rights and remedies available to Landlord under this Section 18.1 more than one time during a twelve Lease or otherwise at law or in equity by reason of such Event of Default, Tenant shall be liable for all loss, cost or damage suffered or incurred by Landlord (12including, but without limitation, all actual and consequential damages suffered or incurred by Landlord) month period, Lessor shall pay the reasonable costs and expenses by reason of Lessee resulting therefromsuch failure of Tenant.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee mortgage or trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb LesseeTenant's use and occupancy of the leased premises Leased Premises if and so long as no Event of Default of Lessee Tenant has occurred (which agreement may, at such mortgagee's option, require attornment by LesseeTenant), then this Lease and all or a portion of the rights rights, title and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such mortgage or trust deed and to any and all advances to be made or permitted thereunder, and to the all interest accruing thereon, and all renewals, replacements replacements, modifications, consolidations and extensions thereof. Any First Notwithstanding the foregoing, in the event that Landlord intends to enter into mortgage financing with an institutional fee mortgagee (the "Institutional Mortgagee"), and such Institutional Mortgagee may elect that, 23 instead of making requires that this Lease be subordinated to its mortgage, and, after a good faith effort by Landlord (which shall be deemed to be complied with by Landlord requesting in writing), the Institutional Mortgagee is unwilling to enter into a non-disturbance agreement with Tenant, then Landlord shall so advise Tenant, and thereafter Tenant may elect: (i) within ten business days written from Landlord of such unwillingness, terminate this Lease by giving written notice of such election to Landlord within such ten business day period, in which event the term of this Lease shall be deemed to expire on the last day of the month in which the notice shall be given as if such date were the original expiration date of the term as set forth in Section 1.1 above, or (ii) enter into such subordination agreement as required by the Institutional Mortgagee, or failing to do same, then and in such event this Lease and all of the rights, title and interests of Tenant under this Lease shall be subject and subordinate to its first such mortgage or first trust deeddeed and to any and all advances to be made or permitted thereunder, the rights and to all interest of Lessee under this Lease shall have priority over the lien of the First Mortgageaccruing thereon, and all renewals, replacements, modifications, consolidations and extensions thereof. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either required to make this the Lease subject and subordinate to the First Mortgage, such a mortgage or to give the Lease priority over the lien of the First Mortgage, whichever alternative may be elected by the First Mortgagee. Should Lessor request that Lessee execute any document in accordance with trust deed as provided for under this Section 18.1 more than one time during a twelve (12) month period16.0. If Tenant fails to execute and deliver any such instrument, Lessor shall pay the reasonable costs Tenant does hereby make, constitute and expenses of Lessee resulting therefromirrevocably appoint Landlord as its attorney in fact, in its name, place and stead so to do.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb LesseeTenant's use and occupancy of the leased premises Leased Premises if and so long as no Event of Default of Lessee Tenant has occurred (which agreement may, at such mortgagee's option, require attornment attainment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request that Lessee If Tenant fails to execute and deliver any document such instrument, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in accordance with this Section 18.1 more than one time during a twelve (12) month periodfact, Lessor shall pay the reasonable costs in its name, place and expenses of Lessee resulting therefromstead so to do.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed now existing or hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb Lessee's Tenant’s use and occupancy of the leased premises Leased Premises if and so long as no Event of Default of Lessee Tenant has occurred (which agreement may, at such mortgagee's ’s option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) business days after demand in writing, execute and deliver whatever instruments may be reasonably requiredrequired to the extent consistent with this Article XVI, either to make this the Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request If Tenant fails to execute and deliver any such instrument, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in fact, in its name, place and stead so to do. Landlord represents and warrants that Lessee execute any document as of the date hereof, Amalgamated Bank of Chicago (“Lender”) is the only party holding a deed of trust on the property. Simultaneously with the execution hereof, Lender and Tenant shall enter into a subordination, non-disturbance and attornment agreement substantially in accordance with this Section 18.1 more than one time during a twelve (12) month period, Lessor shall pay the reasonable costs and expenses form of Lessee resulting therefrom.Exhibit B.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Leased Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest of Lessee Tenant under the Lease and not disturb LesseeTenant's use and occupancy of the leased premises Leased Premises if and so long as no Event of Default of Lessee Tenant has occurred (which agreement may, at such mortgagee's option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request that Lessee Failure of Tenant to execute any document and deliver such instrument(s) shall constitute an Event of Default hereunder and, in accordance with addition to all rights and remedies available to Landlord under this Section 18.1 more than one time during a twelve Lease or otherwise at law or in equity by reason of such Event of Default, Tenant shall be liable for all loss, cost or damage suffered or incurred by Landlord (12including, but without limitation, all actual and consequential damages suffered or incurred by Landlord) month period, Lessor shall pay the reasonable costs and expenses by reason of Lessee resulting therefromsuch failure of Tenant.

Subordination or Superiority. If the mortgagee or trustee named in any First Mortgagee ---------------------------- first mortgage or first trust deed hereafter made shall agree that, if it becomes the owner of the leased premises Premises by foreclosure or deed in lieu of foreclosure, it will recognize the rights and interest interests of Lessee Tenant under the this Lease and not disturb LesseeTenant's use and occupancy of the leased premises Premises if and so long as no Event of Default of Lessee has occurred Tenant is not in default under this Lease (which agreement may, at such mortgagee's option, require attornment by LesseeTenant), then all or a portion of the rights and interests of Lessee Tenant under this Lease shall be subject and subordinate to the First Mortgage such first mortgage or first trust deed and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Any First Mortgagee such mortgagee or trustee may elect that, 23 instead of making this Lease subject and subordinate to its first mortgage or first trust deed, the rights and interest interests of Lessee Tenant under this Lease shall have priority over the lien of the First Mortgageits mortgage or trust deed. Lessee Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be reasonably required, either to make this Lease subject and subordinate to the First Mortgagesuch a mortgage or trust deed, or to give the this Lease priority over the lien of the First Mortgagemortgage or trust deed, whichever alternative may be elected by the First Mortgageemortgagee or trustee. Should Lessor request that Lessee If Tenant fails to execute and deliver any document such instrument, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in accordance with this Section 18.1 more than one time during a twelve (12) month periodfact, Lessor shall pay the reasonable costs in its name, place and expenses of Lessee resulting therefromstead so to do.