Subordination to Mortgage This Lease, and any sublease entered into by Tenant under the provisions of this Lease, shall be subject and subordinate to any ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security now or hereafter placed upon the Premises, the Building, the Center, or any of them, and the rights of any assignee of Landlord or of any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any of the foregoing, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination in the case of any future ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security placed upon the Premises, the Building, the Center, or any of them shall be conditioned on Tenant’s receipt from the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor of a Non-Disturbance Agreement in a form reasonably acceptable to Tenant (i) confirming that so long as Tenant is not in material default hereunder beyond any applicable cure period (for which purpose the occurrence and continuance of any event of default under Section 14.1 hereof shall be deemed to be “material”), Tenant’s rights hereunder shall not be disturbed by such person or entity and (ii) agreeing that the benefit of such Non-Disturbance Agreement shall be transferable to any transferee under a Permitted Transfer and to any other assignee or subtenant that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the time of transfer. If any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee elects to have this Lease be an encumbrance upon the Center prior to the lien of its mortgage, deed of trust, ground lease or leaseback lease or other security arrangement and gives notice thereof to Tenant, this Lease shall be deemed prior thereto, whether this Lease is dated prior or subsequent to the date thereof or the date of recording thereof. Tenant, and any sublessee, shall execute such documents as may reasonably be requested by any mortgagee, trustee, beneficiary, ground lessor, sate/leaseback lessor or assignee to evidence the subordination herein set forth, subject to the conditions set forth above, or to make this Lease prior to the lien of any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement, as the case may be. Upon any default by Landlord in the performance of its obligations under any mortgage, deed of trust, ground lease, leaseback lease or assignment, provided that Tenant has received such a Non-Disturbance Agreement from the applicable party, Tenant (and any sublessee) shall, notwithstanding any subordination hereunder, attorn to the mortgagee, trustee, beneficiary, ground lessor, leaseback lessor or assignee thereunder upon demand and become the tenant of the successor in interest to Landlord, at the option of such successor in interest, and shall execute and deliver any instrument or instruments confirming the attornment herein provided for. Landlord represents and warrants to Tenant that as of the date of this Lease, neither the Premises, the Building nor the Center is subject to any existing ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security.
Senior Indebtedness Status The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks and shall continue to rank at least senior in priority of payment to all Debt that is contractually subordinated to the Obligations of each such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under this Agreement of each such Person.
SUPERIOR LEASE 3.18.1 To comply with all the conditions of any Superior Lease of which the Tenant has been given notice prior to signing this Tenancy Agreement, under which the Landlord owns the Property (if applicable) except for the payment of ground rent and maintenance charges, and to perform any covenants in the Superior Lease.
Senior Debt Status The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty Agreement and each of the other Loan Documents to which it is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party to the extent secured by Permitted Liens. There is no Lien upon or with respect to any of the properties or income of any Loan Party or Subsidiary of any Loan Party which secures indebtedness or other obligations of any Person except for Permitted Liens.
Subordination to Mortgages; Estoppel Certificate Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”) and to any future Mortgage provided that in the case of a future Mortgage the subordination shall be subject to the proposed lender providing the Tenant such lender’s standard form Subordination, Non-Disturbance and Attornment Agreement (“SNDA”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within ten (10) days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable. Upon full execution of this Lease by the Landlord and the Tenant, the Landlord agrees to request an SNDA in such lender’s customary form, from the existing lender holding a mortgage on the Property.
Estoppel Certificate or Subordination Agreement Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.
Trustee's Relation to Senior Indebtedness The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Company and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver to holders of Securities, the Company or any other Person money or assets to which any holder of Senior Indebtedness of the Company shall be entitled by virtue of this Article XII or otherwise.
Subordination; Attornment Landlord shall be entitled from time to time to place a Fee Mortgage (as defined herein) on any part of the Campus, including on the Property. As used herein, a “Fee Mortgage” shall mean any mortgage or trust deed which now or hereafter is a lien on the entire fee simple title to the Property, or any part thereof, as the same may be renewed, modified, amended, extended, consolidated or coordinated from time to time. As a condition to the placement of any such Fee Mortgage, any Fee Mortgagee (as defined herein) shall execute and deliver to and in favor of Tenant (and any Leasehold Mortgagee) an agreement to the effect that, if there shall be a foreclosure of such Fee Mortgage, such Fee Mortgagee will not in any other way foreclose Tenant from its rights, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder except in the event of a Tenant Default (any such agreement, or any agreement of similar import, from a Fee Mortgagee being hereinafter called a “Nondisturbance Agreement”). This Lease shall be subject and subordinate to each and every Fee Mortgage which may now or hereafter affect the Property, or any part thereof, and to all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder, with respect to which Fee Mortgage, Tenant shall have received a Nondisturbance Agreement. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord reasonably may request. Tenant shall not do or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Fee Mortgage.
Leasehold Mortgage Notwithstanding the provisions of Section 4.01, Lessee shall have the right, without Lessor’s or Mortgagee’s consent, to collaterally assign, pledge and/or mortgage all of Lessee’s rights and interests under this Lease, its interest in any sublease of the Premises, or the rentals payable thereunder, to any provider of construction, interim, or long-term financing, or any refinancing thereof, and any trustee or agent acting on their behalf (“Lessee Lenders”) as security for Lessee’s obligations under all documents and instruments evidencing, guaranteeing or executed by Lessee in connection with any said financing (“Financing Documents”), on the condition that (i) said Lessee Lenders are investors customarily in the business of making loans, (ii) Lessee is limited to one mortgagee, assignee or pledgee at a time, (iii) Lessor obtains copies of all Financing Documents, (iv) that any assignees or subtenants shall not have such right to mortgage, assign or pledge this Lease, except to the extent the assignment is a Deemed Assignment, (v) that any proposed purchaser at foreclosure or grantee in lieu of foreclosure, or a guarantor of its obligations hereunder, meet the requirements to permit Lessee to be released from liability under this Lease, as set forth in Section 4.05 above, (vi) the Financing Documents not alter any terms of this Lease (including use of the Net Proceeds), (vii) any assignee, purchaser at foreclosure or grantee in lieu of foreclosure shall restore the Security Deposit, (viii) the Lessee Lenders have no greater rights for notice and cure of Lessee Events of Default except as otherwise set forth in this Lease, and (ix) there be no uncured Event of Default hereunder. In the event of such a collateral assignment, pledge and/or mortgage and upon occurrence of an Event of Default by Lessee under this Lease or the Financing Documents, as the case may be, the Lessee Lenders shall have the right (but not the obligation) to assume, all of the rights, interests and obligations of Lessee thereafter arising under this Lease. Lessor or Lessee, upon request of the other, shall promptly execute and deliver to the requesting party, and/or Lessee Lenders or Mortgagee, a written consent to any such collateral assignment, pledge and/or mortgage of this Lease and such written certificates as to the due authorization, execution and delivery by the executing party, and enforceability against Lessor or Lessee of this Lease as Lessor or Lessee and/or Lessee Lenders and Mortgagee may reasonably request; provided, however, in no event and under no circumstances shall any assignment, pledge or mortgage of Lessee’s rights and interests under this Lease to Lessee Lenders be superior to any pledge or mortgage of the Premises by Lessor to Mortgagee or to a pledge or grant of the Lease to Mortgagee as security for said financing or refinancing, and, accordingly, Lessee acknowledges that any assignment, pledge and/or mortgage of this Lease to Lessee Lenders will be subordinate to Lessor’s financing and the rights thereunder, whether entered into now or at any time in the future. Notwithstanding the foregoing, whenever Lessor shall send notice of default to Lessee, Lessor shall, at such time, also send notice of such default to Lessee Lenders (if adequate contact information has been provided to Lessor) in the same manner as notices are required hereunder and Lessee Lenders shall have the same period in which to cure as does Lessee plus five (5) days.
SUBORDINATION TO MORTGAGES This Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.
