Common use of Subordination to Financing Clause in Contracts

Subordination to Financing. (a) Subject to the following provisions of this Paragraph 16(a), Tenant agrees that this Lease shall, upon Landlord's and Lender's (if any) written request, be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination. So long as no Event of Default shall be outstanding, Tenant's tenancy shall not be disturbed, nor shall this Lease be affected by any default under such Mortgage, and in the event of a foreclosure or other enforcement of any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any extensions thereof, the rights of Tenant hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. (b) Notwithstanding the provisions of subdivision (a) of this Paragraph 16, the holder of the Mortgage to which this Lease is subject and subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Premises, or of Lender who has granted non- disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this Lease. The provisions of this subdivision (c) shall enure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Tenant and Landlord agree that, if requested by the other, each shall, without charge, enter into (i) a subordination, non-disturbance and attornment agreement reasonably requested by Lender, provided such agreement contains provisions relating to non- disturbance in accordance with the provisions of subparagraph (a), and (ii) an agreement with Lender whereby Tenant shall agree for the benefit of Lender that Tenant will not, without in each case the prior written consent of Lender, (a) amend, modify, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17.

Subordination to Financing. (a) Subject to the following provisions of this Paragraph 16(a), Tenant agrees that this Lease shall, upon Landlord's and Lender's (if any) written request, shall be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination. So long as no Event of Default shall be outstanding, Tenant's ’s tenancy shall not be disturbed, nor shall this Lease be affected by any default under such Mortgage, and in the event of a foreclosure or other enforcement of any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any extensions thereof, the rights of Tenant hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing; provided, however, that any such transferee shall not be bound by any payment of Basic Rent or Additional Rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written 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, (d) liable for any security deposits not transferred to such transferee, (e) liable for any default by prior landlord under the Lease, or (e) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. (b) Notwithstanding the provisions of subdivision (a) of this Paragraph 16, the holder of the Any Mortgage to which this Lease is subject and subordinate, as provided in said subdivision (a), now or hereafter subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgageprovide, in whole or in parteffect, to that during the time this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Tenant agrees, at the election is in force all insurance proceeds and upon demand of any owner of the Premises, or of Lender who has granted non- disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this Lease. The provisions of this subdivision (c) shall enure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, condemnation awards shall be self-operative upon any such demand, and no further instrument shall permitted to be required to give effect to said provisions. (d) Tenant and Landlord agree that, if requested by the other, each shall, without charge, enter into (i) a subordination, non-disturbance and attornment agreement reasonably requested by Lender, provided such agreement contains provisions relating to non- disturbance used for restoration in accordance with the provisions of subparagraph (a), and (ii) an agreement with Lender whereby Tenant shall agree for the benefit of Lender that Tenant will not, without in each case the prior written consent of Lender, (a) amend, modify, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17.

Subordination to Financing. (a) Subject to the following provisions of this Paragraph 16(a16(a)(ii), Tenant agrees that this Lease shall, upon Landlord's and Lender's (if any) written request, shall at all times be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination. So long Except as no expressly provided in this Lease by reason of the occurrence of an Event of Default shall be outstandingDefault, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant's tenancy and Tenant's rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected affected, by the existence of, or any default under such under, any Note or any Mortgage, and in the event of a foreclosure or other enforcement of any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any extensions thereofRenewal Term, the rights of Tenant hereunder under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. (b) Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. Notwithstanding the provisions of subdivision (a) of this Paragraph 1616(a), the holder of the any Mortgage to which this Lease is subject and subordinate, as provided in said subdivision (a), subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force and no Event of Default shall have occurred and be continuing, any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease. (c) At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non- non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this LeaseTerm. The provisions of this subdivision (cParagraph 16(c) shall enure inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, and shall be self-operative upon any such demand, demand (and no further instrument shall be required to give effect to said such provisions). (d) Each of Tenant and Landlord agree agrees that, if requested by the otherother or by any Lender, each shallshall (and Landlord shall cause each Lender), without charge, enter into (i) a subordinationSubordination, nonNon-disturbance Disturbance and attornment agreement Attornment Agreement, in the form reasonably requested by Lendera Lender and reasonably acceptable to Tenant, provided such agreement contains provisions relating to non- non-disturbance in accordance with the provisions of subparagraph (a), Paragraph 16(a) and (ii) an agreement with Lender whereby Tenant shall agree hereby agrees for the benefit of Lender each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, (a) amendwhich shall not be unreasonably withheld, modifyconditioned or delayed, cancel amend or surrender the term of modify this Lease except as expressly permitted by in any material respect (provided, however, such Lender, in such Lender's sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the provisions amount or time for payment of this Leaseany Basic Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant's obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender's reasonable judgment, affect the rights or obligations of Landlord or Tenant hereunder in a manner which is adverse to such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Lender's sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13), or (biii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17.

Subordination to Financing. (a) Subject to the following provisions of this Paragraph 16(a), Tenant agrees that this Lease shall, upon Landlord's and Lender's (if any) written request, shall at all times be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination. So , including the Subordination, Non-Disturbance and Attornment Agreement and Estoppel Certificate attached as Exhibit "B," provided, however, as a condition to this subordination, so long as no Event Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of Default shall be outstandingthis Lease, Tenant's tenancy shall not be disturbed, nor shall this Lease be affected by any default under such Mortgage, and in the event of a foreclosure or other enforcement of any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term term of this Lease and any extensions thereof, the rights of Tenant hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event Tenant fully performs all of Default by Tenant has occurred and is continuingits obligations hereunder. So long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party Party defendant in any such foreclosure suit, except as may be required by law. (b) Notwithstanding Landlord covenants to use reasonable efforts to obtain a non-disturbance agreement, as described above, from each mortgagee of Landlord. Tenant agrees that, simultaneously with the provisions giving of subdivision (a) notice to Landlord, it will give notice to any holder of a mortgage encumbering the Leased Premises, provided that Tenant has been notified in writing of the frame and address of such mortgage holder, of any defaults of the Landlord or other circumstances which would entitle Tenant to terminate this Paragraph 16Lease specifying the nature of the default by Landlord, and thereupon the holder of the Mortgage to which this Lease is subject and subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any timebut not the obligation, to subordinate cure any such default by Landlord, and Tenant will not terminate this of Lease by reason of such default unless and until it has afforded the mortgage holder the time to cure such default afforded to Landlord hereunder. No such Lender shall, upon assuming title to the Leased Premises, be liable for any act or omission of any prior landlord (including Landlord), be subject to any offsets or defenses which Tenant may have against any prior landlord, be bound by any rent or additional rent paid for more than the Mortgagethen current period to any prior landlord, in whole or in part, to be bound by any agreement or modification of this Lease by recording a unilateral declaration to made without such effect. (c) At any time prior Lender's consent after Tenant has been given written notice of such Lender's assumption of title to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of Lender who has granted non- disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this Lease. The provisions of this subdivision (c) shall enure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, Nothing herein shall be self-operative upon any such demand, and no further instrument shall conspired to be required to give effect to said provisions. (d) Tenant and Landlord agree that, if requested by the other, each shall, without charge, enter into (i) a subordination, non-disturbance and attornment agreement reasonably requested by Lender, provided such agreement contains provisions relating to non- disturbance in accordance conflict with the provisions of subparagraph (a), and (ii) an agreement with Lender whereby Tenant shall agree for the benefit of Lender that Tenant will not, without in each case the prior written consent of Lender, (a) amend, modify, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17Paragraph 7 hereof.

Subordination to Financing. (a) Subject to the following provisions of this Paragraph Section 16(a), Tenant agrees that this Lease shall, upon Landlord's and Lender's (if any) written request, be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination. So , in form and substance reasonably satisfactory to Landlord, provided that Lender shall provide Tenant with a written non-disturbance agreement in form and substance reasonably satisfactory to Tenant confirming that: (i) so long as no Event of Default shall be outstanding, Tenant's tenancy shall not be disturbed, (ii) nor shall this Lease Lease, or any and all modifications or amendments thereto as then in effect, be affected by any default under such MortgageMortgage (other than a default that relates to a default under this Lease), and (iii) in the event of a foreclosure or other enforcement of any such Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale or pursuant to a deed in lieu thereof shall be bound to Tenant for the Term of this Lease and any extensions thereof, the rights of Tenant hereunder shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default by Tenant has occurred and is continuing. So , and (iv) so long as no Event of Default by Tenant has occurred and is continuing, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by lawLegal Requirements. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force all insurance proceeds and condemnation awards shall be paid as provided in this Lease or used for restoration as provided in this Lease. (b) Notwithstanding the provisions of subdivision (a) of this Paragraph Section 16, the holder of the Mortgage to which this Lease is subject and subordinate, as provided in said subdivision (a), shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect. (c) At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of Lender who has granted non- non-disturbance to Tenant pursuant to Paragraph Section 16(a) above, to attorn, from time to time, to any such owner or Lender, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease and for any renewal term, provided that such owner or Lender shall then be entitled to possession of the Premises subject to the provisions of this Lease. The provisions of this subdivision (c) shall enure inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. (d) Each of Tenant and Landlord agree agrees that, if requested by the other, each shall, without charge, enter into (i) a subordinationSubordination, nonNon-disturbance Disturbance and attornment agreement Attornment Agreement reasonably requested by Lender, provided such agreement contains provisions relating to non- non-disturbance in accordance with the provisions of subparagraph (a), and (ii) an agreement with Lender whereby Tenant shall agree for the benefit of Lender that Tenant will not, without in each case the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, modify, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord so to do, or (b) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease. (e) At any time after Landlord has advised Tenant of the existence of a "Lender" hereunder, and before such Lender has confirmed to Tenant that the lien of its Mortgage has been released, Tenant shall not (and shall not be obligated, even upon the request of Landlord, to) execute any agreement or document purporting to subordinate this Lease to the lien of any mortgage or deed of trust other than the Mortgage held by Lender. 17.