SUBORDINATION, NON-DISTURBANCE AGREEMENT Sample Clauses

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SUBORDINATION, NON-DISTURBANCE AGREEMENT. Upon Landlord's written request, Tenant shall execute a subordination and non-disturbance agreement which is substantially in the form of Exhibit E hereto ("Subordination/Non-Disturbance Agreement"), wherein Tenant shall subordinate its rights to the lien of any future mortgage, future deed of trust, or the interest of any future lease in which Landlord is tenant and to all advances made or hereafter to be made upon the security therefor. In the event of any foreclosure sale, transfer in lieu of foreclosure, or termination of a lease in which Landlord is tenant, Tenant shall attorn to the purchaser, transferee or lessor of Landlord, at their option, and recognize such party as landlord under this Lease. Within ten (10) days after Landlord's request therefor, Tenant shall execute and deliver to Landlord the Subordination/Non-Disturbance Agreement to effectuate the purposes of this Section 16.5. Tenant acknowledges that if Tenant does not promptly comply with this Section 16.5, Tenant may cause Landlord to lose a potential loan or ground lease or to suffer the imposition of penalties or an increased rate of interest in connection with such future loan,
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. Landlord shall obtain for the benefit of Tenant, and shall deliver to Tenant, from any person now or hereafter holding a mortgage, deed of trust, hypothecation or other security device such person's written assurance that Tenant's occupation and use of the Premises during the initial term and any renewal term shall not be disrupted or disturbed by such person so long as Tenant is not in default under this Lease (after the expiration of any applicable cure period). In connection with such non-disturbance agreement, Tenant shall, within ten (10) business days after Landlord's written request, execute a subordination agreement (in form and substance reasonably acceptable to Landlord and Tenant) in favor of any such mortgagee agreeing that Tenant's rights and interests under this Lease shall be subject and subordinate to such first mortgage or first deed of trust and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof.
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. This Lease and all rights of Lessee under this Lease will be subject and subordinate to the lien of any mortgage or other security document (collectively, the "Mortgage") now or hereafter affecting the Property; provided, however, that any such subordination is expressly conditioned upon Lessor obtaining the agreement of any lender holding such Mortgage (the "Mortgagee") that as long as Lessee is not in default in the performance and observance of any covenant, condition, term or provision of this Lease beyond any applicable grace or cure period, Mortgagee will not disturb Lessee's rights under this Lease, which subordination and non-disturbance agreement shall otherwise be in form and substance reasonably satisfactory to Lessee and shall be recorded in the Bureau of Conveyances of the State of Hawaii or the Office of the Assistant Registrar of the Land Court of the State of Hawaii. The lien of any such Mortgage shall not cover or encumber the System, any System related equipment or Lessee's moveable trade fixtures or other personal property of Lessee located in or on the Premises.
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. (a) This Lease is subject and subordinate to all ground or underlying leases, and to all mortgages which now or may hereafter affect such leases or the real property of which the Premises is a part, and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative, and no further instrument of subordination shaft be required by any ground or underlying lessee or by any mortgagee affecting any lease or the real property of which the Premises is a part. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may reasonably request. Landlord agrees to obtain from its mortgagee, Aetna Life Insurance Company ("Aetna"), a subordination and non-disturbance agreement in the form attached hereto as Exhibit A, and thereafter from any mortgagee that may replace or succeed Aetna, in such other mortgagee's standard form of subordination and non-disturbance agreement, with such reasonable modifications as Tenant requests. (b) Tenant acknowledges being advised by Landlord that Landlord's mortgage with Aetna contains a provision that Landlord may not waive any provision of any lease without Aetna's written consent. This restriction shall be enforceable by Landlord or Aetna or any future mortgagee whose mortgage contains such provision.
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. This Lease is and shall be subject and subordinate to any mortgage or mortgages now in force, or which shall at any time be placed upon the Leased Premises or the Building or any part thereof, and to each and every advance made pursuant to any such mortgage. Tenant agrees that it will upon demand execute and deliver such instruments as shall reasonably be required by any mortgagee or proposed mortgagee, to confirm or to effect more fully such subordination of this Lease to the lien of any such mortgage or mortgages. Landlord shall provide Tenant with a non-disturbance agreement from all present and future mortgagees of the Leased Premises which will expressly recognize Tenant's rights under this Lease and shall permit Tenant's continued possession of the Leased Premises under this Lease so long as Tenant is not in default, without any diminution of Tenant's rights, notwithstanding any action by any such mortgagee to foreclose its mortgage or otherwise pursue its rights pursuant to its mortgage. A non-disturbance agreement from all existing mortgagees shall be provided within thirty (30) days after the execution of this Lease. In addition, a non-disturbance agreement from each future mortgagee shall be provided within thirty (30) days after the recording of the mortgage.
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. As a condition precedent to Tenant's agreement to be bound by Section 7A and B, Landlord agrees within thirty (30) days after the execution and delivery of this Lease to deliver from the then holder or holders of the existing Mortgage an agreement on such holder's or holders' form of agreement substantially to the effect that in the event of any foreclosure of the existing Mortgage, such holder or holders will not make Tenant a party-defendant to such foreclosure (unless required by law in order to obtain jurisdiction, but in such event, no judgment foreclosing this Lease will be sought) nor disturb its possession under this Lease so long as there shall be no default by Tenant under this Lease beyond applicable notice and grace periods (any such agreement, or any agreement of similar import, is referred to as a "Non-Disturbance Agreement" and any provisions in any Mortgage substantially to the same effect as those contained in a Non-Disturbance Agreement are
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SUBORDINATION, NON-DISTURBANCE AGREEMENT. Landlord will use reasonable efforts to obtain a non-disturbance agreement for Tenant’s benefit from the lender holding the mortgage lien on the property as of the Amendment Date (the “Lender”). The non-disturbance agreement shall be on the Lender’s approved form, a copy of which is attached to this Lease as Exhibit A, and Tenant shall pay to Landlord, as additional rent, all fees, costs, and expenses charged to Landlord by the Lender up to $2,500.00, if any, in connection with the Lender’s review of this Lease and negotiation or review of the non-disturbance agreement including, without limitation, the Lender’s legal fees. Landlord will provide invoice(s) for the Lender’s review to Tenant.
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Related to SUBORDINATION, NON-DISTURBANCE AGREEMENT

  • SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 24.1 This Lease and the estate, interest and rights hereby created are subordinate to any mortgage now or hereafter placed upon the Building or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and to all renewals, modifications, consolidations, replacements and extensions of the same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term. Notwithstanding the foregoing, any mortgagee may, at any time, subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and in that event, such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. 24.2 Upon request, and within ten (10) Business Days written notice given by or on behalf of Landlord, any mortgagee, any ground or superior lessor of the Building or the Land, or other successor to the interests of Landlord thereto, Tenant shall execute and deliver, as appropriate, any instruments in recordable form as may be required by such parties, including a Subordination, Non-Disturbance and Attornment Agreement substantially similar to the form attached hereto as Exhibit “H”, in order to confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of Section 24 and such parties’ requirements. Tenant’s failure to execute and deliver the Subordination, Non-Disturbance and Attornment Agreement within ten (10) Business Days notice shall (i) constitute an Event of Default and (ii) serve to irrevocably appoint Landlord as Tenant’s attorney-in-fact to execute and deliver such agreement for and on behalf of Tenant. 24.3 In addition, and within ten (10) Business Days written notice given by or on behalf of Landlord, Tenant will from time to time enter into such amendments of this Lease as may be reasonably required by a lender to Landlord.

  • Non-Disturbance Agreement Notwithstanding the provisions of subsections (a) and (b), neither this Lease nor any right, title or interest of Tenant in the Leased Premises shall be subordinate to the lien of any ground or underlying lease or any Mortgage made or placed after the date of this Lease, and Tenant shall not be required to subordinate this Lease or Tenant's interest in the Leased Premises to any such ground or underlying lease or any such Mortgage, unless such lease or Mortgage contains an express provision (or the lessor or the Mortgagee or other party secured by the Mortgage agrees in writing) to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor or the Mortgagee (or other party secured by the Mortgage) will be bound by all of the terms and provisions of this Lease (except as otherwise set forth in such agreement), a default by the Landlord under such lease or by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such ground or underlying lease or a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Lease, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the Mortgagee under any existing Mortgage, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the Mortgagee (or other party secured by the Mortgage) will be bound by all of the terms and provisions of this Lease, a default by the mortgagor under such Mortgage shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a foreclosure and sale or other action instituted under or in connection with such Mortgage. Contemporaneously with the execution of this Agreement, Landlord shall deliver to Tenant a non-disturbance agreement, in form reasonably satisfactory to Tenant, from the lessor under the Ground Lease, to the effect that so long as this Lease has not been terminated by reason of the occurrence of an Event of Default, the lessor will be bound by all of the terms and provisions of this Lease, a default by the Landlord under such Ground Lease shall not have any effect upon Tenant's right to occupy the Leased Premises in accordance with all of the terms and conditions of this Lease, and the term, estate and options of Tenant under this Lease shall not be terminated or otherwise affected by a termination of such Ground Lease.

  • Subordination, Non-Disturbance and Attornment In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

  • Subordination Attornment Non Disturbance This Lease shall be subject and subordinate to any mortgage, deed of trust or other security devise now or hereafter placed by Lessor upon the real property of which the Premises are a part and to all renewals, modification, consolidations, replacements and extensions thereof ("Security Devises"), provided that Lessee obtains from the holder and beneficiary of any such Security Devise a Non-Disturbance Agreement in form and substance reasonably satisfactory to Lessee. Upon Lessor's written request, Lessee shall within five (5) days, execute, acknowledge and deliver to Lessor a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessor. Said statement may be relied upon by Lessor, its agents, lenders and purchasers. Upon Lessee's written request, Lessor shall within five (5) days, execute, acknowledge and deliver to Lessee a written statement certifying that the Lease is unmodified (or if modified, describing same) and in full force and effect, the date to which rents are paid and setting forth any alleged defaults of Lessee. Said statement may be relied upon by Lessee, its agents, lenders and purchasers. Subject to Lessee's receipt of a Non-Disturbance Agreement, Lessee agrees to attorn to Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not be liable for any act of omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, or be subject to any offsets or defenses which Lessee might have against any prior lessor.

  • SUBORDINATION AND NON-DISTURBANCE At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.