Common use of SUBORDINATION AND NON-DISTURBANCE Clause in Contracts

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate and inferior to the lien and estate of any liens, trust deeds and encumbrances (“Mortgages”), and all renewals, extensions or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liensmortgage, trust deeds deeds, and similar encumbrances (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the PremisesProperties; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this LeaseMortgage, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunderhereunder after all applicable notice and cure periods, Landlord’s and Tenant’s rights and obligations hereunder shall remain in full force and effect and Tenant’s right to possession shall be upheldupheld and undisturbed. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the PremisesProperties, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 21.2 below, provided, the same are reasonably acceptable to Tenant. Tenant shall, promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liens, trust deeds deeds, and encumbrances (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following follow a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder. Without limiting Tenant’s obligations hereunder, Tenant acknowledges that the Subordination and Non-Disturbance Agreement attached hereto as Exhibit “D” is in compliance with the requirements of this Section and Tenant agrees to execute a Subordination and Non-Disturbance Agreement in such form with appropriate changes made thereto to include references to Texas law.

SUBORDINATION AND NON-DISTURBANCE. Subject If requested by a Mortgagee or Ground Lessor (including, without limitation, the Existing Mortgagee), Tenant will either (i) subordinate its interest in this Lease to said Mortgage (including, without limitation, the Existing Mortgage) or Ground Lease, and to any and all advances made thereunder and to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate and inferior to the lien and estate of any liens, trust deeds and encumbrances (“Mortgages”)interest thereon, and to all renewals, replacements, supplements, amendments, modifications and extensions or replacements thereof, now so long as, in the case of any future Mortgage or hereafter imposed by Landlord upon the Premises; provided, however, that Ground Lease to which this Lease would be subordinate, the Mortgagee or Ground Lessor delivers to Tenant a non-disturbance and attornment agreement in form reasonably satisfactory to such Mortgagee or Ground Lessor and Tenant, which agreement shall not be subordinate allow Tenant to any Mortgage arising after continue to occupy the date Premises pursuant to the terms of this Lease notwithstanding a foreclosure of the Mortgage or termination of the Ground Lease, or any renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunderbeyond expiration of notice and cure periods and shall contain the provisions set forth below in this Article 11 which relate to mortgage foreclosure or ground lease termination (except as otherwise agreed between such Mortgagee or Ground Lessor and Tenant), Landlord’s and or (ii) make certain of Tenant’s rights and obligations hereunder shall remain interest in force this Lease superior thereto; and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, will promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination deliver such agreement or other documents agreements as may be reasonably required to establish of record the priority of any by such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations Mortgagee or diminish Tenant’s rights hereunderGround Lessor.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this SectionExcept as provided below, this Lease is subject and subordinate to all mortgages and deeds of trust which now or may hereafter affect the leasehold estate created hereby shall beProperty or any portion thereof, at the option to all covenants, conditions, and upon written declaration restrictions and other matters of Landlord, subject, subordinate and inferior record pertaining to the lien and estate of any liens, trust deeds and encumbrances (“Mortgages”)Property, and to all renewals, modifications, consolidations, replacements and extensions of the foregoing, without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, on the Commencement Date, Landlord covenants and agrees to obtain a subordination, non-disturbance and attornment agreement (i) from any holder of a deed of trust or replacements thereof, now or hereafter imposed by Landlord upon mortgage on the Premises; provided, however, that Property (“Holder”) in place as of the date of this Lease with respect to the Property in recordable form, and Tenant agrees to execute and shall not be subordinate have the right to record, a subordination, non-disturbance and attornment agreement in such lender’s then customary form recognizing Tenant’s rights under this Lease, including its option to extend and its option to purchase and (ii) as a condition to the subordination of this Lease to any Mortgage mortgage, deed of trust or ground or underlying lease arising after the date of this Lease, or any renewalLandlord shall deliver to Tenant in recordable form, extension or replacement thereofand Tenant agrees to execute and shall have the right to record, unless a subordination, non-disturbance and until Landlord provides Tenant with an attornment agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any in such interest setting forth that so long as Tenant is not in default hereunder, Landlordlender’s and then customary form recognizing Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over under this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunderincluding its option to extend and its option to purchase.

SUBORDINATION AND NON-DISTURBANCE. Subject 17.1 Tenant shall, within fifteen (15) Business Days after written request by Landlord, execute all documents reasonably required by a Mortgagee to the provisions of this Section, subordinate its rights under this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate and inferior to the lien and estate of any liensmortgage, trust deeds and encumbrances (“Mortgages”)under a deed of trust, and all renewals, extensions or replacements thereof, other lien now or hereafter imposed by Landlord upon placed on the Premises, and to any renewals, modifications, refinancings and extensions thereof (collectively “Mortgage” and the party having the benefit of a Mortgage being referred to as a “Mortgagee”); provided, however, that Tenant shall not be required to subordinate its rights under this Lease, unless Landlord delivers to Tenant, a recordable, commercially reasonable form of non-disturbance agreement executed by the Mortgagee, which in all events shall include provisions to the effect that (i) so long as there is not a continuing Breach under this Lease, Tenant’s rights to possession and the other terms of this Lease shall be undisturbed and remain in full force and effect (ii) Tenant shall not be subordinate named as a defendant in any foreclosure action or proceeding that may be instituted by the Mortgagee; (iii) if the Mortgagee or other purchaser acquires title to any Mortgage arising the Premises through foreclosure or otherwise, this Lease shall continue in full force and effect as a direct lease between Tenant and the purchaser, and the purchaser shall assume and perform all of the terms and covenants of this Lease for the period from and after the date of this Lease, or any renewal, extension or replacement thereof, unless it acquires title; and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed iv) such other customary and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily commercially reasonable covenants requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liens, trust deeds deeds, and encumbrances that encumber all or any portion of the Premises (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides to Tenant with an for Tenant’s execution a subordination, non-disturbance and attornment agreement (“Non-Disturbance Agreement”), signed ) that has been executed by Landlord and acknowledged by each the holder of any such interest setting forth that so long Mortgage and is substantially in the form of Exhibit “D”, attached hereto and incorporated hereby, in recordable form, as Tenant is not in default hereunder, Landlord’s modified to reflect such commercially reasonable modifications and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily may be requested by secured Landlord’s lenders with liens encumbering real property security similar and reasonably acceptable to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly within ten (10) business days, following a request by Landlord and after receipt and, if needed, negotiation of any commercially reasonable modifications of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liens, trust deeds deeds, and encumbrances (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following follow a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liens, trust deeds deeds, and encumbrances (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides Tenant with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following follow a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any subordination agreement or other documents required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder. Without limiting Tenant’s obligations hereunder, Tenant acknowledges that the Subordination and Non-Disturbance Agreement attached hereto as Exhibit “D” is in compliance with the requirements of this Section and Tenant agrees to execute a Subordination and Non-Disturbance Agreement in such form.

SUBORDINATION AND NON-DISTURBANCE. Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord, subject, subordinate subordinate, and inferior to the lien and estate of any liens, trust deeds deeds, and encumbrances (“Mortgages”), and all renewals, extensions extensions, or replacements thereof, now or hereafter imposed by Landlord upon the Premises; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension extension, or replacement thereof, unless and until Landlord provides Tenant with an a recordable agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such interest setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily and reasonably requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Tenant’s agreement to attorn as set forth in Section 22.2 below. Tenant shall, promptly following follow a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and acknowledge any enter into with the holder of such interest, a commercially reasonable subordination agreement or other documents document required to establish of record the priority of any such encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or diminish Tenant’s rights hereunder.