Common use of Subordination Non Disturbance Clause in Contracts

Subordination Non Disturbance. Upon written request of Landlord, or any first mortgagee, lien of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”), Tenant shall, within fifteen (15) Business Days after Landlord’s reasonable request, in writing, subordinate its rights under this Lease to the lien of any mortgage, lien of indenture or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or later to be made thereunder. However, as a condition to Tenant’s obligation to sign any subordination agreement, Tenant shall have the right to obtain from the Requesting Entity, a written subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession of the Premises as long as there is no Event of Default by Tenant, and (b) upon succeeding to Landlord’s interest in the Premises, become bound to Tenant as Landlord under this Lease. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission prior to its security interest regardless of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant shall attorn to the purchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts the Premises subject to all of Tenant’s rights under this Lease.

Subordination Non Disturbance. Upon written request 15.1 This Lease is subject and subordinate at all times to all ground or underlying leases, all mortgages and/or deeds of Landlordtrust, all covenants, restrictions, easements, and encumbrances which may now or hereafter affect such leases or the real property of which the Premises form a part, and all future renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination shall be required by any first mortgagee, lien mortgagee or trustee. In confirmation of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”)such subordination, Tenant shall, shall promptly execute and deliver without charge any certificate or document that Landlord may request in a form which recognizes this Lease and is otherwise reasonably acceptable to Tenant within fifteen Fifteen (15) Business Days after days following Landlord’s reasonable 's written request. Provided, in writinghowever, subordinate its rights under this Lease to that notwithstanding the lien of foregoing, the party secured by any mortgage, lien of indenture or first such deed of trust, this Lease shall continue in full force and effect at the option of the party secured by such deed of trust or to the interest of purchaser under any lease such foreclosure sale, in which Landlord is lessee, and to all advances made or later to be made thereunder. However, as a condition to Tenant’s obligation to sign any subordination agreement, event Tenant shall have the right attorn to obtain from the Requesting Entity, a written subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession party secured by such deed of the Premises as long as there is no Event of Default by Tenant, and (b) upon succeeding to Landlord’s interest in the Premises, become bound to Tenant trust or purchaser as Landlord under this Lease. The Upon such attornment such party secured by such deed of trust or purchaser shall not be (a) bound by any payment of rent or additional rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the deed of trust existing as of the date of such amendment, (c) liable for damages for any security interest maybreach, upon written notice act or omission of any prior Landlord, or (d) subject to Tenantany offsets or defenses which Tenant might have against any prior Landlord; provided, elect however, that after succeeding to have this Lease [***] Portions Landlord's interest, such party secured by such deed of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately trust or purchaser shall perform, in accordance with the Commission prior to its security interest regardless terms of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant shall attorn to the purchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease, provided all obligations of Landlord arising after the date of acquisition of title to the Building. Tenant covenants and agrees that it will, at the written request of the party secured by any such party acquires deed of trust, execute, acknowledge and accepts deliver any instrument that has for its purpose and effect the Premises subject subordination of said deed of trust to all the lien of Tenant’s rights under this Lease.

Subordination Non Disturbance. Upon written request of Landlord, or This Lease shall be subordinate and subject to all ground and underlying leases and to any first mortgagee, lien mortgages thereon and to any first mortgages covering the fee of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”), Tenant shall, within fifteen (15) Business Days after Landlord’s reasonable request, in writing, subordinate its rights under this Lease to the lien of any mortgage, lien of indenture or first deed of trust, or to the interest of any lease in which Landlord is lesseePremises, and to all advances made renewals, modifications or replacements thereof; provided, however, that, with respect to any existing ground lease, underlying lease and/or mortgage, no later than the date Tenant executes and delivers this Lease, and, with respect to be made thereunder. Howeverany future ground lease, as a condition to Tenant’s obligation to sign any subordination agreementunderlying lease and/or mortgage, Tenant on or before the effective date thereof, Landlord shall have the right to obtain from the Requesting Entityits ground lessor, a written subordinationunderlying lessor and/or mortgagee, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession of the Premises as long as there is no Event of Default by Tenant, and (b) upon succeeding to Landlord’s interest in the Premises, become bound to Tenant as Landlord under this Lease. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission prior to its security interest regardless of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant shall attorn to the purchaser, transferee or lessor as the case may bebe (in any such case, "Landlord's Mortgagee"), and recognize caused to be filed on the public record, a written non-disturbance agreement between Landlord's Mortgagee and Tenant that party shall be binding on the parties thereto and their respective legal representatives, successors and assigns, and provide, among other provisions, that, so long as this Lease is in full force and effect and Tenant is not in Default hereunder following any required notice from Landlord under this Lease, provided to Tenant of such party acquires Default and accepts following the expiration of any applicable cure period relating thereto: (i) Tenant shall not be joined as a defendant in any proceeding that may be instituted to terminate or enforce the ground or underlying lease or to foreclose or enforce the mortgage; (ii) Tenant's possession and use of the Premises subject in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to all or any modification of Tenant’s rights or default under the ground or underlying lease or mortgage; and (iii) Landlord's Mortgagee will make available to Landlord any insurance proceeds or condemnation awards payable to Landlord for the purposes agreed upon in this Lease.

Subordination Non Disturbance. Upon written request of Landlord, or any first mortgagee, lien of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”), Tenant shall, within fifteen (15) Business Days after Landlord’s reasonable request, in writing, SECTION 13.1. Landlord reserves the right to subject and subordinate its rights under this Lease at all times to the lien of any mortgage, lien of indenture or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or later to be made thereunder. However, as a condition to Tenant’s obligation to sign any subordination agreement, Tenant shall have the right to obtain from the Requesting Entity, a written subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession of the Premises as long as there is no Event of Default by Tenant, and (b) mortgage hereafter placed upon succeeding to Landlord’s interest in the Premises; provided, become bound to Tenant as however: (a) no default by Landlord under this Lease. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission prior to its security interest regardless of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant mortgage shall attorn to the purchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts the Premises subject to all of affect Tenant’s rights under this Lease., so long as Tenant pays all monetary obligations and performs all material nonmonetary obligations imposed upon Tenant hereunder; and (b) this Lease shall not become subordinate to such mortgage until the mortgagee shall execute a Subordination, Non-Disturbance and Attornment Agreement substantially in the form as set forth in EXHIBIT E attached hereto. At or prior to the date of Landlord’s Notice of Commencement, Landlord shall cause to be delivered to Tenant a separate Subordination, Non-Disturbance and Attornment Agreement substantially in the form as that attached hereto as EXHIBIT E for each mortgage or deed of trust shown on the title insurance commitment delivered to Tenant in accordance with Section 15.6 hereof, duly executed by the holder of each such mortgage or deed of trust. Upon the request of Landlord, Tenant shall, within thirty (30) days of the date of such written request, execute and deliver to Landlord without charge, the Subordination, Non-Disturbance and Attornment Agreement attached hereto as EXHIBIT E.

Subordination Non Disturbance. Upon written request of Landlord, or any first mortgagee, lien of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”), Tenant shall, within fifteen (15) Business Days after Landlord’s reasonable request, in writing, subordinate its rights under this Lease to the lien of any mortgage, lien of indenture or first deed of trust, or to the interest of any lease in which Landlord is lessee, and to all advances made or later to be made thereunder. However, as a condition to Tenant’s obligation to sign any subordination agreement, Tenant shall have the right to obtain from the Requesting Entity, a written subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease for the full Term and agrees not to disturb Tenant’s quiet possession of the Premises as long as there is no Event of Default by Tenant, and (b) upon succeeding to Landlord’s interest in the Premises, become bound to Tenant as Landlord under this Lease. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission prior to its security interest regardless of the time of the granting or recording of such security interest. In any foreclosure sale or transfer in lieu of foreclosure, Tenant shall attorn to the purchaser, transferee or lessor as the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts the Premises subject to all of Tenant’s rights under this Lease.

Subordination Non Disturbance. Upon written request of Landlord, or any first mortgagee, lien of indenture holder or first deed of trust beneficiary of Lessor (“Requesting Entity”), Tenant shall, within fifteen (15) Business Days after Landlord’s reasonable request, in writing, This Lease shall be subordinate its rights under this Lease and subject to the lien of any mortgage, lien the Mortgages and the Assignment of indenture or first deed of trust, or to the interest of any lease in which Landlord is lesseeRents, and to all advances made renewals, modifications or replacements thereof, as well as any other first mortgage covering the fee of the Premises; provided, however, with respect to the Mortgages, no later than the date Tenant executes and delivers this Lease, and, with respect to any other mortgage, on or before the effective date of the mortgage, at Landlord’s cost Landlord shall obtain from Landlord's Mortgagee, or other mortgagee, and cause to be made thereunder. However, as filed on the public record a condition to Tenant’s obligation to sign any subordination agreement, Tenant shall have the right to obtain from the Requesting Entitymemorandum thereof, a written agreement among Landlord’s Mortgagee (or other mortgagee), Landlord and Tenant that shall be binding on the parties thereto and their respective legal representatives, successors and assigns, and provide, among other provisions, that, so long as this Lease is in full force and effect and there is no Tenant Default and subject to the terms of the subordination, non-disturbance nondisturbance and attornment agreement executed by Landlord, Tenant and Landlord's Mortgagee (or other mortgagee): (i) Tenant shall not be joined as a defendant in a form reasonably acceptable any proceeding that may be instituted to foreclose or enforce the mortgage(s); (ii) Tenant's possession and use of the Premises in accordance with the provisions of this Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage(s); (iii) Landlord’s Mortgagee (or other mortgagee) will make available to Tenant providing that, such Requesting Entity shall: (a) recognize Tenant’s rights under this Lease any insurance proceeds or condemnation awards payable for the full Term and agrees not to disturb Tenant’s quiet possession purpose of restoration of the Premises as long as there is no Event of Default by Tenant, provided in this Lease; and (biv) upon succeeding to the Landlord’s 's Mortgagee's (or other mortgagee's) current or future interest in the Premises, become bound Premises shall be subject to Tenant as Landlord the Tenant's Option and Right of First Refusal under Sections 41 and 42 of this Lease. The holder of any security interest mayinsurance proceeds or condemnation awards to be made available to Tenant in accordance with (iii) above, upon written notice shall be deposited with a title insurance company or agency acceptable to Tenant, elect Landlord's Mortgagee and Tenant having an office in Elkhart County to have this Lease [***] Portions of this exhibit have been redacted pursuant act as third party escrow agent. The escrow agent shall disburse funds as needed to pay for the restoration in a confidential treatment requestmanner as typically done for commercial construction lending. An unredacted version of this exhibit has been filed separately with the Commission prior to its security interest regardless If Tenant does not diligently commence restoration of the time Premises within 90 days of a fire or other casualty as provided in the Lease, Lender may apply its portion of the granting insurance proceeds or recording condemnation award as provided in the Mortgages. Provided, however, if the Lease is terminated upon the occurrence of such security interest. In any foreclosure sale a casualty or transfer in lieu of foreclosurecondemnation, Tenant shall attorn the insurance or condemnation proceeds attributable to the purchaser, transferee or lessor as Tenant's Property will be paid to Tenant and the case may be, and recognize that party as Landlord under this Lease, provided such party acquires and accepts proceeds relating to the remainder of the Premises subject to all of Tenant’s rights under this Leasemay be applied by Lender as provided in the Mortgages.