Common use of SUBORDINATION, NON-DISTURBANCE & ATTORNMENT Clause in Contracts

SUBORDINATION, NON-DISTURBANCE & ATTORNMENT. Tenant’s interest under this Lease and the leasehold estate hereby created shall be subject and subordinate to the lien of any mortgage or similar lien which Landlord may now or hereafter place upon the Premises and to all of the terms and conditions thereof, all advances made thereunder, and to any renewals, extensions, modifications or replacements thereof; provided, however, that if the Lease is otherwise in full force and effect and Tenant is not in Default, such mortgagee shall agree that upon any foreclosure or sale of the Premises pursuant to the exercise of any remedy provided for in the mortgage, this Lease shall not be terminated nor affected by said foreclosure or sale, and the mortgagee shall agree that any foreclosure or sale of the Premises pursuant to the exercise of any rights and remedies under the mortgage, or otherwise, shall be made subject to this Lease and the right of the Tenant hereunder. Pursuant to the terms of the Subordination, Non-disturbance and Attornment Agreement (as defined below), Tenant shall, in the event that any proceedings are brought for foreclosure of or in the event that any exercise of the power of sale under any mortgage or similar lien made by Landlord covering the Premises is made, or if Landlord assigns this Lease, attorn to the Landlord’s successor upon any such foreclosure, sale or assignment, and shall recognize such purchaser or assignee as Landlord under this Lease. The parties hereto agree to execute such documents as may be reasonably necessary to effectuate this Section 13. 13.1 On or before the Commencement Date, or in the event a mortgage is placed of record prior to a Memorandum of Lease becoming of record, and as a condition precedent to the effectiveness of this Lease, Landlord shall provide to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (“Subordination, Non-disturbance and Attornment Agreement”) in favor of Tenant from Landlord’s mortgagee now in existence against the Premises or the Building and as to all advances made or hereafter to be made thereon. The Subordination, Non-disturbance and Attornment Agreement shall be in recordable form and may be recorded at Tenant’s election and expense. 13.2 Within twenty (20) Business Days after Tenant’s receipt of a written request from Landlord or any Landlord’s mortgagee, Tenant shall, in writing, subordinate its rights hereunder to the interest of any future ground lessor of the land and to the future lien of any mortgage recorded against the Premises and/or the Building after this Lease is fully executed by Landlord and Tenant, and as to all advances made or hereafter to be made thereon, provided, however, that, as a condition precedent to such subordination to such future encumbrance by Tenant, such Landlord’s mortgagee shall execute a Subordination, Non-disturbance and Attornment Agreement in favor of Tenant in a form acceptable to Tenant.

SUBORDINATION, NON-DISTURBANCE & ATTORNMENT. Tenant’s interest under this This Lease and the leasehold estate hereby created shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage mortgage, trust deed or similar lien which Landlord may other encumbrances now or hereafter place upon in force against the Premises Building or Project or any part thereof, if any, and to all of the terms and conditions thereof, all advances made thereunder, and to any renewals, extensions, modifications or modifications, consolidations and replacements thereof; provided, however, that if the Lease is otherwise in full force and effect and Tenant is not in Default, such mortgagee shall agree that upon any foreclosure or sale of the Premises pursuant to the exercise of any remedy provided for in the mortgage, this Lease shall not be terminated nor affected by said foreclosure or sale, and the mortgagee shall agree that any foreclosure or sale of the Premises pursuant to the exercise of any rights and remedies under the mortgage, or otherwise, shall be made subject to this Lease and the right of the Tenant hereunder. Pursuant to the terms of the Subordination, Non-disturbance and Attornment Agreement (as defined below), Tenant shall, in the event that any proceedings are brought for foreclosure of or in the event that any exercise of the power of sale under any mortgage or similar lien made by Landlord covering the Premises is made, or if Landlord assigns this Lease, attorn to the Landlord’s successor upon any such foreclosure, sale or assignment, and shall recognize such purchaser or assignee as Landlord under this Lease. The parties hereto agree to execute such documents as may be reasonably necessary to effectuate this Section 13. 13.1 On or before the Commencement Date, or in the event a mortgage is placed of record prior to a Memorandum of Lease becoming of record, and as a condition precedent to the effectiveness of this Lease, Landlord shall provide to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (“Subordination, Non-disturbance and Attornment Agreement”) in favor of Tenant from Landlord’s mortgagee now in existence against the Premises or the Building and as to all advances made or hereafter to be made thereon. The Subordinationupon the security of such mortgages or trust deeds, Non-disturbance and Attornment Agreement shall be unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in recordable form and may be recorded at Tenant’s election and expense. 13.2 Within twenty (20) Business Days after Tenant’s receipt of a written request from Landlord or any Landlord’s mortgagee, Tenant shall, in writing, subordinate its rights hereunder to the interest of any future ground lessor of the land and to the future lien of any mortgage recorded against the Premises and/or the Building after writing that this Lease is fully executed by Landlord and Tenant, and as to all advances made or hereafter to be made thereon, superior thereto; provided, however, thatany such lessor or lender shall enter into an SNDA as provided below or otherwise agree, as a condition precedent set forth in the SNDA, not to disturb Tenant’s possession, occupancy, access or quiet enjoyment of the Premises under this Lease. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such subordination mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such future encumbrance foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant, such . Landlord’s mortgagee shall interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by Landlord, execute a Subordinationsubordination, Nonnon-disturbance and Attornment Agreement attornment agreement in favor of Tenant in a form and content substantially comparable to that attached to this Lease as Exhibit G, and otherwise reasonably acceptable to TenantLandlord’s mortgage-holder and to Tenant (an “SNDA”) to evidence or confirm the subordination or superiority of this Lease to the lien of any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.