Common use of SUBORDINATION TO MORTGAGES, ETC Clause in Contracts

SUBORDINATION TO MORTGAGES, ETC. (a) Subject to the provisions of Section 17.6, this Lease is and shall be subject and subordinate to any ground or underlying lease (collectively called “Underlying Lease”) which may now or hereafter affect the Building and/or the Land and to any amendment, modification, renewal or extension of any such Underlying Lease. Subject to the provisions of Section 17.6, this Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the Building, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof. The landlord or lessor under any Underlying Lease is referred to herein as a “Overlandlord” and the secured party under any such mortgage is referred to herein as a “Mortgagee”. This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgagee. In confirmation of such subordination, Tenant, without cost or charge to Landlord, shall execute promptly any certificate or instrument of subordination that Landlord may reasonably request. Landlord represents that, as of the date of this Lease, there are no Underlying Leases affecting the Building or the Land. (b) Tenant agrees that if any Overlandlord or Mortgagee shall succeed to interest of Landlord under this Lease by foreclosure or otherwise, and the Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDA, as hereinafter defined), not to cause this Lease to be terminated in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease and, in such event, Tenant shall attorn to Overlandlord or Mortgagee, subject to the terms of any applicable SNDA in effect. Tenant shall not do nor suffer nor permit any action which would constitute a default under any Underlying Lease or any mortgage which may now or hereafter affect any Underlying Lease, the Land and/or the Building, or cause any Underlying Lease to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease, provided that the foregoing shall not be construed to eliminate, reduce or impair any of Tenant’s rights set forth in this Lease, by more than a de minimis extent, or to increase any of Tenant’s obligations set forth in this Lease, by more than a de minimis extent.

SUBORDINATION TO MORTGAGES, ETC. (a) Subject to the provisions of Section 17.6, this This Lease is and shall be subject and subordinate to any ground or underlying lease (collectively called “Underlying Lease”) which may now or hereafter affect the Building and/or the Land and to any amendment, modification, renewal or extension of any such Underlying Lease. Subject to the provisions of Section 17.6, this This Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the Building, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof. The landlord or lessor under any Underlying Lease is referred to herein as a “Overlandlord” and the secured party under any such mortgage is referred to herein as a “Mortgagee”. This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgagee. In confirmation of such subordination, Tenant, without cost or charge to Landlord, shall execute promptly any certificate or instrument of subordination that Landlord may reasonably request, provided that the same shall not increase Tenant’s obligations or decrease Tenant’s rights under this Lease (other than to a de minimis extent). Tenant hereby, irrevocably constitutes and appoints Landlord represents thatas Tenant’s attorney-in-fact, as coupled with an interest, to execute any such certificate or certificates or any such instrument or instruments for and on behalf of Tenant if Tenant shall fail or refuse to execute the date of this Lease, there are no Underlying Leases affecting the Building or the Landsame for ten (10) days after demand. (b) Tenant agrees that if any Overlandlord or Mortgagee shall succeed to interest of Landlord under this Lease by foreclosure or otherwise, and the Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDA, as hereinafter defined), not to cause this Lease to be terminated in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease) and, in such event, Tenant shall attorn to Overlandlord or Mortgagee provided, however, that the provisions of such Underlying Lease or such mortgage shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Overlandlord or Mortgagee shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord), (ii) bound by any waiver or forbearance under, or any amendment, modification, cancellation or surrender (in whole or in part) of this Lease made without the consent of such Overlandlord or Mortgagee, (iii) liable for any act, omission or default of any prior landlord (including Landlord) under this Lease (it being understood that the foregoing is not intended to relieve any such Overlandlord or Mortgagee of any liability arising by reason of its acts or omissions (x) from and after the date it succeeds to the interests of Landlord or (y) prior to the date it succeeds to the interests of Landlord if such default is continuing after such date of succession but then only to the extent such default occurred after the date of succession), (iv) bound by or subject to any (A) credits, offsets or abatements the terms rights to which first accrued prior to the date upon which Successor Landlord succeeded to the interest of Landlord under the Lease or (B) defenses or claims (except defenses or claims against Successor Landlord based on acts, omissions or other matters first occurring after Successor Landlord succeeded to the interest of Landlord under the Lease) that Tenant might have against any prior Landlord (including, without limitation, the then defaulting Landlord), (v) liable for performance of any applicable SNDA work or installations or payment of any sums which are required to be made by Landlord under this Lease, or (vi) liable for any security deposit, in effectwhatever form, provided by Tenant, unless such security deposit shall have been received in hand by such Overlandlord or Mortgagee. The provisions of this Section 17.1(b) shall be self-operative and no further instrument shall be required to give effect to these provisions. (c) Tenant shall not do nor suffer nor permit any action which would constitute a default under any Underlying Lease or any mortgage which may now or hereafter affect any Underlying Lease, the Land and/or the Building, or cause any Underlying Lease to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease. (d) In the event that (i) any Overlandlord or Mortgagee shall succeed to the interest of Landlord under this Lease by foreclosure or otherwise, provided that (ii) as of the foregoing shall date of such succession, Landlord has not be construed Substantially Completed the Base Work and (iii) such Overlandlord or Mortgagee succeeding to eliminateLandlord’s interest does not agree to Substantially Complete the Base Work, reduce or impair any of then Tenant, in Tenant’s rights set forth in sole discretion, shall have the right to terminate this LeaseLease upon written notice delivered to Landlord and such Overlandlord and Mortgagee within thirty (30) days after such succession, by more than a de minimis extent, or to increase any time being of Tenant’s obligations set forth in this Lease, by more than a de minimis extentthe essence.

SUBORDINATION TO MORTGAGES, ETC. (a) Subject to the provisions of Section 17.6that certain Subordination, Nondisturbance and Attornment Agreement executed and delivered by and among Landlord, Tenant and the Board in connection with the execution of this Lease (the “Condominium Nondisturbance Agreement”), the form of which is attached hereto as Exhibit H, this Lease is and shall be subject and subordinate to the Condominium Documents and, subject to Section 17.6 below, any ground or underlying lease (collectively called “Underlying Lease”) which may now or hereafter affect the Building and/or the Land Unit and to any amendment, modification, renewal or extension of the Condominium Documents (subject to the provisions of Section 20.25 hereof) or any such Underlying Lease. Subject to the provisions of Section 17.617.6 below, this Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the BuildingUnit, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof. The landlord or lessor under any Underlying Lease is referred to herein as a an “Overlandlord” and the secured party under any such mortgage is referred to herein as a “Mortgagee”. This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgageerequired. In confirmation of such subordination, Tenant, without cost or charge to Landlord, upon not less than ten (10) Operating Days written notice, shall execute promptly any certificate or instrument of subordination that Landlord may reasonably requestrequest provided same does not increase the monetary obligations of Tenant hereunder or increase Tenant’s non-monetary obligations hereunder except to a de minimis extent, or diminish Tenant’s rights. Landlord represents that, as of the date Date of this Lease, there are is no mortgage or Underlying Leases affecting Lease encumbering the Building or the LandUnit. (b) Tenant agrees that if the Board (as agent for the unit owners in the Condominium) or any Overlandlord or Mortgagee shall succeed to the interest of Landlord under this Lease by foreclosure or otherwise, and and, subject to the Condominium Nondisturbance Agreement, the Board, Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDA, as hereinafter defined), not to cause this Lease to be terminated in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between the Board, Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease and, in such event, Tenant shall attorn to the Board, Overlandlord or Mortgagee provided, however, that the provisions of such Underlying Lease or such mortgage shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Board, Overlandlord or Mortgagee shall not be liable for or bound by (i) any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment except to the extent actually received by the Board, Overlandlord or Mortgagee, as applicable, (ii) any act or omission or default by Landlord under this Lease except to the extent the same continues after the date of such attornment, (iii) any credits, claims, setoffs or defenses which Tenant may have against Landlord, (iv) any security deposit or other sums which Tenant may have paid under this Lease unless such deposit or other sums have been physically delivered to such successor, or (v) be bound by any modification or amendment of this Lease after the date hereof, or any waiver of any terms of this Lease unless the same shall have been approved in writing by such successor. This Section 17.1(b) is subject to the terms of the Condominium Nondisturbance Agreement and any applicable SNDA non-disturbance and attornment agreement in effect. effect between Tenant and any such Overlandlord or Mortgagee. (c) Tenant shall not knowingly do nor suffer nor permit any action which would constitute a default under the Condominium Documents or any Underlying Lease or any mortgage of which Tenant shall have notice and which may now or hereafter affect any Underlying Lease, the Land and/or the BuildingUnit, or cause any Underlying Lease of which Tenant shall have notice to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease, ; provided that the foregoing shall not be construed require Tenant to eliminate, comply with future modifications of such documents if such future modifications increase the obligations or reduce or impair any the rights of Tenant’s rights set forth in this Lease, by more than a de minimis extent, or to increase any of Tenant’s obligations set forth in this Lease, by more than a de minimis extentTenant hereunder.

SUBORDINATION TO MORTGAGES, ETC. (a) Subject to the provisions of Section 17.6, this This Lease is and shall be subject and subordinate to any ground or underlying lease (collectively called “"Underlying Lease”) "), which may now or hereafter affect the Building and/or the Land Land, and to any amendment, modification, renewal or extension of any such Underlying Lease. Subject Landlord represents that as of the date of execution of this Lease, there is no Underlying Lease which affects the Land and/or the Building, and there shall not be such an Underlying Lease which affects the Land and/or the Building prior to the provisions time that a notice of Section 17.6, lease with respect to this Lease is recorded in the Suffolk County Registry of Deeds. This Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the Building, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof. The landlord or lessor under any Underlying Lease is referred to herein as a “an "Overlandlord” " and the secured party under any such mortgage is referred to herein as a “"Mortgagee”". This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgagee, provided that Landlord shall provide a non-disturbance and attornment agreement from such Overlandlord or Mortgagee as required by Section 17.6. In confirmation of such subordination, Tenant, without cost or charge to Landlord, Tenant shall promptly execute promptly any certificate or instrument of subordination that Landlord may reasonably request. Landlord represents that, as long as such instrument of subordination complies with the date requirements of Section 17.6 of this Lease. Landlord shall reimburse Tenant on demand for any costs that may reasonably be incurred by Tenant in connection with the execution of such instrument of subordination, there are no Underlying Leases affecting the Building or the Land. (b) Tenant agrees that if any Overlandlord or Mortgagee shall succeed to interest of Landlord under this Lease by foreclosure or otherwiseincluding, and the Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDAwithout limitation, as hereinafter defined), not to cause this Lease to be terminated reasonable legal costs incurred in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease and, in such event, Tenant shall attorn to Overlandlord or Mortgagee, subject to the terms of any applicable SNDA in effect. Tenant shall not do nor suffer nor permit any action which would constitute a default under any Underlying Lease or any mortgage which may now or hereafter affect any Underlying Lease, the Land and/or the Building, or cause any Underlying Lease to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease, provided that the foregoing shall not be construed to eliminate, reduce or impair any of Tenant’s rights set forth in this Lease, by more than a de minimis extent, or to increase any of Tenant’s obligations set forth in this Lease, by more than a de minimis extent.

SUBORDINATION TO MORTGAGES, ETC. (a) Subject to the provisions of Section 17.6, this This Lease is and shall be subject and subordinate to any ground or underlying lease (collectively called “Underlying Lease”) ), which may now or hereafter affect the Building and/or the Land Land, and to any amendment, modification, renewal or extension of any such Underlying Lease. Subject Landlord represents that as of the date of execution of this Lease, there is no Underlying Lease which affects the Land and/or the Building, and there shall not be such an Underlying Lease which affects the Land and/or the Building prior to the provisions time that a notice of Section 17.6, lease with respect to this Lease is recorded in the Suffolk County Registry of Deeds. This Lease also is and shall be subject and subordinate to all mortgages which may now or hereafter affect any Underlying Lease, the Land and/or the Building, to each and every advance made thereunder and to all renewals, modifications, amendments, consolidations, replacements or extensions thereof. The landlord or lessor under any Underlying Lease is referred to herein as a an “Overlandlord” and the secured party under any such mortgage is referred to herein as a “Mortgagee”. This clause shall be self-operative and no further instrument of subordination shall be required by any Overlandlord or Mortgagee, provided that Landlord shall provide a non-disturbance and attornment agreement from such Overlandlord or Mortgagee as required by Section 17.6. In confirmation of such subordination, Tenant, without cost or charge to Landlord, Tenant shall promptly execute promptly any certificate or instrument of subordination that Landlord may reasonably request. Landlord represents that, as long as such instrument of subordination complies with the date requirements of Section 17.6 of this Lease. Landlord shall reimburse Tenant on demand for any costs that may reasonably be incurred by Tenant in connection with the execution of such instrument of subordination, there are no Underlying Leases affecting the Building or the Land. (b) Tenant agrees that if any Overlandlord or Mortgagee shall succeed to interest of Landlord under this Lease by foreclosure or otherwiseincluding, and the Overlandlord or Mortgagee elects in its sole discretion (subject to the terms of any applicable SNDAwithout limitation, as hereinafter defined), not to cause this Lease to be terminated reasonable legal costs incurred in connection therewith, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Overlandlord or Mortgagee and Tenant upon all of the terms, covenants and conditions set forth in this Lease and, in such event, Tenant shall attorn to Overlandlord or Mortgagee, subject to the terms of any applicable SNDA in effect. Tenant shall not do nor suffer nor permit any action which would constitute a default under any Underlying Lease or any mortgage which may now or hereafter affect any Underlying Lease, the Land and/or the Building, or cause any Underlying Lease to be terminated or forfeited by virtue of any right of termination or forfeiture granted to the Overlandlord by such Underlying Lease, provided that the foregoing shall not be construed to eliminate, reduce or impair any of Tenant’s rights set forth in this Lease, by more than a de minimis extent, or to increase any of Tenant’s obligations set forth in this Lease, by more than a de minimis extent.