Subordination Contract Clauses (897)

Subordination. 25.1 This Lease is and shall be subject and subordinate, at all times, to: (a) the lien of any mortgage or mortgages which may now or hereafter affect the Demised Premises, and to all advances made or hereafter to be made upon the security thereof and to the interest thereon, and to any agreements at any time made modifying, supplementing, extending or replacing any such mortgages, and (b) any ground or underlying lease which may now or hereafter affect the Demised Premises, including all amendm...ents, renewals, modifications, consolidation, replacements and extensions thereof. Tenant shall attorn to any such mortgagee and/or ground or underlying lessor upon the date it acquires title to the Demised Premises. Tenant shall not have the right or option to terminate this Lease in the event title to the Demised Premises is acquired by such mortgagee or lessor. Any such mortgagee acquiring title to the Demised Premises through foreclosure, exercise of a power of sale or deed in lieu of foreclosure may, upon so acquiring title to the Demised Premises, at its sole option, accept this Lease on all of its terms and conditions or terminate this Lease and exercise the rights of foreclosure which are accorded the purchaser or foreclosing mortgagee pursuant to Michigan law. Tenant shall, upon such purchaser's or mortgagee's request, execute a new lease with such purchaser or mortgagee upon materially identical terms as this Lease. Notwithstanding the foregoing, at the request of the holder of any of the aforesaid mortgage or mortgages or the lessor under the aforesaid ground or underlying lease, this Lease may be made prior and superior to such mortgage or mortgages and/or such ground or underlying lease. 25.2 At the request of Landlord, Tenant shall execute and deliver such further instruments as may be reasonably required to implement the provisions of this Article 25. Tenant hereby irrevocably, during the term of this Lease, constitutes and appoints Landlord as Tenant's agent and attorney-in-fact to execute any such instruments if Tenant shall fail or refuse to execute the same within ten (10) days after notice from Landlord. 20 25.3 If, as a condition of approving this Lease or extending credit to the Landlord, Landlord's mortgagee shall request reasonable modifications of this Lease, Tenant shall not unreasonably withhold or delay its agreement to such modifications, provided that such modifications do not increase the obligations or materially and adversely affect the rights of Tenant under this Lease. 25.4 Any lender may at any time subordinate the lien of its mortgage to this Lease, without Tenant's consent, by giving written notice to Tenant, and thereupon this Lease shall be deemed prior to the lien of such mortgage without regard to their respective dates of execution and delivery. In connection with any current and future financing of the Property, Tenant agrees at no cost or expense to Tenant, other than Tenant's legal fees, to execute a subordination, non-disturbance and attornment agreement (an "SNDA") with Landlord's current and future lender(s) within ten (10) days after Tenant's receipt of Landlord's request, provided that such SNDA is on the lender's customary form, subject to reasonable and customary changes agreed to by Tenant and such lender. View More

Subordination. 16.1 Subordination. This Lease is subject and subordinate to all mortgages, trust deeds, ground leases, or other encumbrances (the "Underlying Mortgages") which may now or hereafter be executed affecting the Project and/or the Building and to all renewals, modifications, consolidations, replacements and extensions of any such Underlying Mortgages. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee, ground lessor or beneficiary, affect...ing any Underlying Mortgage in order to make such subordination effective. Tenant, however, shall execute promptly any certificate or document that Landlord may request to effectuate, evidence or confirm such subordination and failure to do so shall be a material breach of this Lease. 16.2 Attornment. If Landlord's interest in the Building is sold or conveyed upon the exercise of any remedy provided for in any Underlying Mortgage, or otherwise by operation of law; (a) this Lease will not be affected in any way, and Tenant will atone to and recognize the new owner as Tenant's Landlord under this Lease, and Tenant will confirm such atonement in writing within ten (10) days after request; and (b) the new owner shall not be (i) liable for any act or omission of Landlord under this Lease occurring prior to such sale or conveyance, (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Lease occurring prior to such sale or conveyance, and (iii) liable for the return of any security deposit paid by Tenant except to the extent that the security deposit has actually been paid to such person or entity. 16.3 Notice from Tenant. Tenant shall give written notice to the holder of any Underlying Mortgage whose name and address have been previously furnished to Tenant of any act or omission by Landlord which Tenant asserts as giving Tenant the right to terminate this Lease or to claim a partial or total eviction or any other right or remedy under this Lease or provided by law. Tenant further agrees that if Landlord shall have failed to cure any default within the time period provided for in this Lease, then the holder of any Underlying Mortgage shall have an additional sixty (60) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such sixty (60) days such holder has commenced and is diligently pursuing the remedies necessary to cure such default (including, but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued. View More

Subordination. Notwithstanding anything to the contrary set forth in this Agreement: (a) The Security Interest shall be subordinated for all purposes and in all respects to the liens and security interests securing any Senior Debt, regardless of the time, manner or order of perfection of any such liens and security interests. (b) Promptly upon Debtor's request, Secured Parties will from time to time execute and deliver a subordination agreement on the terms consistent with Section 9 of the Notes and this Secti...on 8 and reasonably requested by any holder of any Senior Debt (or any agent for such holders), including but not limited to subordination provisions providing for subordination of the Notes, the Obligations and the Security Interest to any Senior Debt. View More

Subordination. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground and underlying liens, leases, mortgages and deeds of trust (collectively "Encumbrances") which may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with intere...st thereon and subject to all the terms and provisions thereof; provided that Tenant's agreement to subordinate or attorn in favor of any holder or holders ("Holder") of any such Encumbrance will be subject to such Holder agreeing to recognize and not to disturb Tenant's possession of the Premises pursuant to a commercially reasonable subordination, non-disturbance and attornment agreement. Tenant shall execute any such agreement within ten (10) business days after Landlord's written request. Notwithstanding the foregoing, if the Holder of any Encumbrance requires that this Lease to be prior and superior thereto, then within fifteen (10) business days after Landlord's written request, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord represents and warrants to Tenant that, as of the date of this Lease, there are no Encumbrances which are a lien against the Premises. -25- 27. Notices. Any notice or demand required or desired to be given under this Lease shall be in writing and shall be personally served or in lieu of personal service may be given by Federal Express or other reputable overnight courier service, or by e-mail with confirmation of receipt. If given by overnight courier service, such notice shall be deemed to be effective upon the next business day after deposit with the courier service. At the date of execution of this Lease, the addresses of Landlord and Tenant are as set forth on page 1 of this Lease. Either party may change its address by giving notice of same in accordance with this Paragraph 27. View More

Subordination. This Lease shall be subject and subordinate to any and all mortgages and related documents placed on the Building, Leased Premises or the real property in existence as of the date hereof or coming into existence at any time hereafter. LESSEE shall upon execution of this Lease execute and deliver LESSOR'S lender's form of Subordination Nondisturbance and Attornment Agreement, substantially in the form attached hereto as Exhibit F ("Lender's SNDA Form"), and LESSOR shall use commercially reasonabl...e efforts to procure execution thereof from its current lender and provide a fully executed original to LESSEE. LESSOR'S inability to provide the same despite its commercially reasonable efforts to do so shall not be deemed to be a default under this Lease. LESSOR shall be deemed to have used "commercially reasonable efforts" in the foregoing instance if it makes a prompt request in writing for execution of such Lender's SNDA Form upon the Lease Execution Date (with a copy to LESSEE); makes at least weekly phone inquiries to the lender or loan servicers as to the status of execution, by its counsel or in house leasing manager; and to the extent required by lender or loan servicer pays any required reasonable loan servicing fee. Further, at any other time during 17 the Term, LESSEE shall within fifteen (15) days after written request from LESSOR, execute and deliver the LESSEE'S Lender's SNDA Form to LESSOR who shall use commercially reasonable efforts to procure execution thereof from its then current lender(s) and provide a fully executed original to LESSEE, LESSOR'S inability to provide the same despite its commercially reasonable efforts to do so shall not be deemed to be a default under this Lease, 14. Lessor's Access to Leased Premises. LESSOR or agents of LESSOR may at reasonable times and upon reasonable notice (except in case of emergency) enter to view the Leased Premises and may remove any signs not approved and affixed as herein provided, and may make repairs and alterations as LESSOR is permitted to perform under this Lease and repairs which LESSEE is required but has failed to do (but only after notice and an opportunity to repair being provided to LESSEE), and may show the Leased Premises to prospective mortgagees and appraisers, and during the last twelve (12) months of the Term to brokers, and others and to prospective tenants. Additionally, to the extent necessary to service other portions of the Premises or the common areas or other tenant spaces in the building; LESSOR may add, relocate, or maintain a chase, pipes, conduits, or ducts, within the Premises provided the aforesaid do not materially interfere with LESSEE'S use of the Premises or its aesthetics. If any such addition or relocation reduces the space available for use by LESSEE, the amount of Annual Base Rent and LESSEE'S Allocable Percentage for Operating Expenses and Taxes shall be reduced accordingly. Any entry by LESSOR onto the Premises for this purpose shall be done in such manner as to minimally interfere with the business conducted thereon by LESSEE, and undertaken with reasonable steps to protect LESSEE'S property. View More

Subordination. (A) Junior Creditor hereby subordinates the payment of the Junior Indebtedness to payment in full of the Senior Indebtedness in accordance with the terms of this Subordination Agreement. (B) Upon any distribution of the assets or readjustment of indebtedness of Debtor, whether by reason of liquidation, dissolution, bankruptcy, reorganization, receivership or any other action or proceeding involving the readjustment of all or any of the Junior Indebtedness, or the application of assets of Debtor ...to the payment or liquidation thereof, ACS shall be entitled to receive payment in full of the Senior Indebtedness prior to the payment of all or any part of the Junior Indebtedness hereby subordinated. (C) In order to enable ACS to enforce its rights hereunder in any action or proceeding referred to in (B) above, ACS is hereby irrevocably authorized and empowered in ACS's discretion to make and present for, and on behalf of Junior Creditor, such proofs or claims against Debtor on account of the Junior Indebtedness as ACS may deem expedient or proper if the Junior Creditor has not filed such claims on or before the fifth (5th) day before the bar date for filing such claims (provided nothing herein shall entitle ACS to vote such proofs or claims in any such proceedings), and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued, and to apply same on account of the Senior Indebtedness. Further, in order to enable ACS to enforce its rights hereunder in any action or proceeding referred to in (B) above, Junior Creditor hereby appoints ACS, or its designee, attorney to take the above mentioned actions with full power of substitution in the premises Junior Creditor further agrees to execute and deliver any further documents or other instruments which may be necessary or expedient to enable ACS to collect any and all dividends or other payments or disbursements which may be made at any time on account of all or any of the Junior Indebtedness (except for the payments permitted by Section 4(A) below) or otherwise enforce its rights under this Subordination Agreement. (D) Junior Creditor agrees that Junior Creditor will make proper notations on the Junior Note and in Junior Creditor's books and records indicating that the Junior Indebtedness is subject to this Subordination Agreement. The Junior Note and all other evidences of indebtedness accepted by the Junior Creditor from Debtor shall contain a specific statement that the indebtedness thereby evidenced is subject to the provisions of this Subordination Agreement. (E) Junior Creditor acknowledges ACS' lien on the Collateral and agrees that the Subordinated Security Interest shall be subject, subordinate and inferior to the liens in favor of ACS. ACS acknowledges Junior Creditor's lien on the Collateral and agrees not to contest or challenge the existence of any liens that Junior Creditors may have in respect of the Junior Indebtedness, except with respect to the priority of the liens as set forth herein. View More

Subordination. (a) Each of the Debtors and Subordinated Lender agree, for itself and each future holder of the Subordinated Obligations, that the Subordinated Obligations are expressly "subordinate and junior in right of payment" (as that phrase is defined in Section 2(b)) to all Senior Obligations. (b) "Subordinate and junior in right of payment" means that (i) no part of the Subordinated Obligations shall have any claim to the assets of the Debtors on a parity with or prior to the claim of the Senior Obligat...ions; and (ii) unless and until the Senior Obligations have been paid in full and the obligation of Senior Lender to extend credit to Borrowers under the Senior Loan Documents shall have been irrevocably terminated, without the express prior written consent of Senior Lender, Subordinated Lender will not take, demand or receive from the Debtors, and the Debtors will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; except, that, the Debtors may make, and Subordinated Lender may receive and retain, regularly scheduled payments of interest, on an unaccelerated non-default basis, in respect of the Subordinated Obligations in accordance with the terms of the Subordinated Loan Documents as in effect on the date hereof, so long as, with respect to any such payment, immediately prior to and after giving effect to any such payment, no Senior Event of Default has occurred. (c) The expressions "prior payment in full", "payment in full", "paid in full" and any other similar terms or phrases when used herein with respect to the Senior Obligations shall mean the payment in full, in immediately available funds, of all of the Senior Obligations in accordance with the terms of the Senior Loan Agreement. View More