Subordination and Attornment. This Lease is subject and subordinate to (i) the lien of any Mortgage which may now or hereafter encumber all or part of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. This Lease is subject and subordinate to (i) all ground or master leases, mortgages and deeds of trust which now affect the lien Premises and the Shopping Center, and to all renewals, modifications, consolidations, replacements and extensions thereof. If the lessor under any such lease or the holder or holders of any Mortgage such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or master leases, mortgages or deeds of trust which may now hereafter be executed covering the Premises or hereafter encumber any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or part of the Project, to be made thereunder and (ii) all existing recorded restrictions, covenants, easements and agreements with respect without regard to the Project; providedtime or character of such advances, however, that so long as this Lease is in full force together with interest thereon and effect subject to all the terms and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedprovisions thereof. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within Within ten (10) business days after Landlord’s written request from therefor, Tenant shall execute, acknowledge and deliver any and all documents or instruments requested by Landlord, execute and deliver or that are necessary or proper to Landlord assure the subordination of this Lease to any such mortgages, deeds of trust, or any Mortgage holderleasehold estates; provided, any certificationhowever, instrument or other document required that the foregoing provisions with respect to such election of subordination by Landlord shall not be effective unless the owner or holder of any such Mortgage holdermortgage or deed of trust, or the lessor under any such leasehold estate, shall execute with Tenant a nondisturbance agreement under which such owner, holder or lessor shall agree that, in form the event of termination of such leasehold estate or upon the foreclosure of any such mortgage or deed of trust, Tenant’s quiet enjoyment of the Premises will not be disturbed so long as Tenant pays Rent and content as reasonably required observes and performs all of the obligations under this Lease to be observed and performed by Landlord or such Mortgage holderTenant. T▇▇▇▇▇ acknowledges and agrees that its Tenant’s failure to deliver any such statement in a timely manner is document or instrument of subordination within such ten (10) business day period shall, at the option of Landlord, constitute a Default material breach or default under this Lease. If Notwithstanding anything to the interests contrary set forth in this Article 25. Tenant hereby attorns and agrees to attorn to any Person purchasing or otherwise acquiring the or the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such mortgages or deeds of trust, or ground or underlying leases, at their option, as if such Person had been named as Landlord under herein, it being intended hereby that if this Lease shall be transferred is terminated or otherwise defeated by reason of foreclosure, deed in lieu of foreclosure any act or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation actions by the owner or holder of any such Mortgage) (sometimes called mortgage or deed of trust, or the “New Owner”)lessor under any such leasehold estate, then (i) Tenant waives then, at the provisions option of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate such Person so purchasing or otherwise adversely affect acquiring the Premises, this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is continue in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenanteffect.
Appears in 1 contract
Subordination and Attornment. This Lease is subject and subordinate to (i) the lien of any Mortgage which may now or hereafter encumber all or part of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; , provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s Tenant's possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document reasonably required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder, provided such certification, investment, or document provides that Tenant's rights under this Lease will not be disturbed as long as Tenant is not in default hereunder beyond any applicable cure period. T▇▇▇▇▇ Tenant acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to such lien. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “"New Owner”"), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and 's possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultsLandlord, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s 's installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consentLandlord, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. 31.1 This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
31.2 Notwithstanding the Projectforegoing, Tenant shall execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the Project; providedlien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, that so long as this Lease is shall be deemed prior in full force and effect lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant is not shall execute a statement in default beyond writing to such effect at Landlord’s request. If Tenant fails to execute any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in document required from Tenant under this Section), Tenant shall, Section within ten (10) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable.
31.3 Upon written request of Landlord and opportunity for Tenant to Landlord or review, Tenant agrees to execute any Mortgage holderLease amendments not materially altering the terms of this Lease, any certification, instrument or other document if required by Landlord a mortgagee or such Mortgage holderbeneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part.
31.4 In the event any proceedings are brought for foreclosure, or in form and content as reasonably required the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure sale attorn to deliver the purchaser upon any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any sale and recognize such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect purchaser as if the New Owner were Landlord under this Lease, (iii) .
31.5 Upon request by Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s sole cost, Landlord shall use commercially reasonable efforts to provide a non-disturbance agreement from all future lenders and possession ground lessors of the Premises. Notwithstanding anything in this Lease Project on a form to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease be reasonably agreed upon by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Epizyme, Inc.)
Subordination and Attornment. (a) This Lease is Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respect to (i) all present and future ground leases, overriding leases and underlying leases and/or grants of term of the lien land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of any Mortgage trust and building loan agreements, including leasehold mortgages, deeds of trust and building loan agreements, which may now or hereafter encumber affect the Building or the Building Complex or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such mortgages or deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or part deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its sole cost and expense, an instrument consistent with this paragraph, in recordable form, if required by Landlord, the lessor of any such lease or the holder of any such mortgage or deed of trust, or any of their respective successors in interest. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called “superior lease” and the mortgages or deeds of trust to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called “superior mortgages”. The lessor of a superior lease or the beneficiary of a superior mortgage or their successors in interest are hereinafter sometimes collectively referred to as a “superior party”. It shall be a condition of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to foregoing subordination that the Project; provided, however, superior party shall have agreed that so long as no default exists under this Lease which is in full force and effect and Tenant is not in default continuing beyond the expiration of any applicable grace or cure period hereunderperiod, T▇▇▇▇▇’s (1) neither the holder nor the lessor shall name or join Tenant nor any “person” (as hereinafter defined) claiming through or under Tenant as a party defendant to any action for foreclosure or other enforcement of the remedies of the holder under the superior mortgage or the lessor under the superior lease (unless required by law as a condition precedent to commencing or proceeding with any such action or other enforcement proceeding); (ii) the leasehold estate, possession and use of the Premises in accordance with the terms of the Lease and all other rights of Tenant (and any person claiming through or under Tenant) under the Lease shall not be disturbed. In order interfered with, affected or disturbed in any way by reason of the subordination of the Lease to confirm such subordination the superior mortgage or the superior lease, as the case may be, or any enforcement or the superior mortgage or any sale pursuant to the foreclosure of the superior mortgage or any deed or assignment in lieu of foreclosure or similar devise; and (and/or iii) the Lease shall not be terminated by the holder or lessor in connection with, or by reason of, foreclosure or other proceedings for the enforcement of the superior mortgage or the superior lease, as the case may be, or by reason of a transfer of the Landlord’s interest under the Lease pursuant to the taking of a deed or assignment in lieu of foreclosure or similar device, or by reason of the termination or expiration of a superior mortgage or superior lease or any other enforcement proceedings with respect to any superior mortgage or superior lease, and the Lease shall be unaffected by any of the foregoing proceedings, provided however, this Lease may be terminated if a new Lease on the same terms set forth in and conditions of and having the same priority of lien as this SectionLease (or if not the same priority of lien, such different priority of lien shall not affect Tenant with respect to its occupancy of the Premises), is offered to Tenant shall, within ten and actually executed and delivered by such aforesaid holder or lessor. Landlord has obtained and delivered to Tenant for comment its current mortgagee’s form of a subordination agreement.
(10b) business days after written request from Landlord, execute and deliver Tenant shall take no steps to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under terminate this Lease. If , without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure) any default on the interests part of Landlord under this Lease and which cure period shall be transferred equal at least thirty (30) days after notice or such greater time if such superior party has commenced such cure and is diligently pursuing same to completion, any default on the part of Landlord under this Lease.
(c) In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by reason of foreclosure, deed in lieu of foreclosure of, or other proceedings for enforcement in the event of the exercise of the power of sale under, any Mortgage superior mortgage, Tenant hereby attorns to, and covenants and agrees to any third party transferee execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to, such successor in interest and recognizes such successor as the Landlord under this Lease.
(including without limitation d) If the holder of any superior mortgage or a ground lease, or anyone claiming by, through or under such Mortgageholder, shall become the lessee under the ground lease as a result of foreclosure of the superior mortgage, or by reason of an assignment of the lessee’s interest under the ground lease and the giving of a deed to the Building or the Building Complex in lieu of foreclosure, there shall be no obligation on the part of such person succeeding to the interest of the lessee under the ground lease to comply with, observe or perform any obligations as sublessor, tenant or landlord under any superior lease, nor shall Tenant look to such person for any security deposit delivered to Landlord pursuant to the provision of Paragraph 29 hereof unless said security deposit has actually been received by such parties as security for the performance by Tenant under this Lease.
(e) (sometimes called If, in connection with the “New Owner”)procurement, then (i) Tenant waives the provisions continuation or renewal of any statute financing for which the Building or rule the Building Complex, or of lawwhich the interest of the lessee therein under a superior lease, now represents collateral in whole or hereafter in effectpart, which may give or purport to give Tenant any right to terminate or otherwise adversely affect an institutional lender shall request reasonable modifications of this Lease or as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for or adversely affect any rights of Tenant or decrease the balance obligations of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease.
(f) Landlord represents that, (iii) Tenant shall attorn to except for the New Owner mortgage existing as its Landlord, and (iv) so long as of the date of this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time with Flagstar, there are no mortgages, deeds of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of trust or superior leases presently affecting the Premises. Notwithstanding anything in this Lease Should the Landlord be deemed to have breached the contraryforegoing representation, neither the holder of any MortgageLandlord’s liability shall extend only to taking such actions as may be required to cure such breach, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings steps to enforce a Mortgage) make the representation true, and Tenant shall not be entitled to any damages or any New Owner shall be liable for any act, omission and/or breach abatement of Rent or other charges due under the Lease by Landlord other than continuing defaultsdue to such misrepresentation, or bound by (a) any offsets or defenses which provided that Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration shall in no event be legally dispossessed of the Premises by Landlord in the event of as a casualty loss thereto or a taking result thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease Agreement (Somanetics Corp)
Subordination and Attornment. This 14.01 Subject to the provisions of Paragraph 14.02 below, this Lease is and all rights of Tenant under this Lease shall be subject and subordinate at all times to (i) the lien of any Mortgage which may now mortgage made a lien on the demised premises in connection with the purchase thereof by Landlord ("Purchase Money Mortgage") or hereafter encumber a lien upon the demised premises and to all amendments, extensions, renewals, consolidations, and replacements thereof, subject to Tenant's receipt of a non-disturbance agreement as set forth in Paragraph 14.02. Although no instrument or act on the part of the ProjectTenant shall be necessary to effectuate such subordination, the Tenant will, nevertheless, execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver such further instruments subordinating this Lease to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond lien of any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, mortgage within ten (10) business days after written request from Landlord, execute and deliver 's request therefor. Tenant shall attorn to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, mortgagee in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure the event mortgagee shall succeed to deliver any such statement in a timely manner is a Default under this Lease. If the interests interest of Landlord under this Lease shall be transferred by reason of foreclosure, a foreclosure or delivery of a deed in lieu of foreclosure or other proceedings for enforcement of otherwise.
14.02 Tenant, in connection with Landlord's obtaining the Purchase Money Mortgage or any Mortgage mortgage to become a lien on the demised premises hereafter, agrees to enter into an agreement in recordable form with any such mortgagee, which agreement Tenant agrees to execute, within seven (7) business days after receipt thereof, which shall provide, in substance:
(A) That this Lease is subject and subordinate to any third party transferee such mortgage and to all amendments, extensions, renewals, consolidations and replacements thereof.
(including without limitation B) That so long as Tenant shall not be in default, subject to the holder giving of any such Mortgage) (sometimes called notice if required and the “New Owner”)expiration of the applicable grace period, then if any, of its obligations under this Lease:
(i) Such mortgagee shall recognize this Lease and the rights of Tenant hereunder and shall not disaffirm this Lease even if mortgagee shall foreclose the mortgage or the demised premises shall be sold pursuant to a foreclosure sale or shall take a deed in lieu of such foreclosure sale;
(ii) Tenant shall be entitled to use and occupy the demised premises in accordance with the provisions of this Lease and no provisions of such mortgage shall supersede or make void the provisions of this Lease including the provisions as to the applicability of insurance proceeds in the event of a casualty; and
(iii) Tenant's possession of the demised premises shall not be disturbed by any such mortgagee, its successors or assigns.
(C) That this Lease shall not be terminable by Tenant by reason of foreclosure under any fee mortgage by legal proceedings, or otherwise, and in the event that by reason of default on the part of Landlord therein, a mortgagee shall enter into and become possessed of the Property and/or the entire demised premises either through possession or foreclosure proceedings, then Tenant shall hereby be deemed to, without further instruments of attornment in such case, attorn to such mortgagee and shall recognize such mortgagee as its Landlord, and Tenant waives the provisions of any statute or rule of law, law now or hereafter in effect, effect which may give or purport to give Tenant any right of election to terminate or otherwise adversely affect this Lease or to surrender possession of the obligations demised premises in the event the Landlord's interest in the Lease is terminated. Although no instrument or act on the part of Tenant hereunder, (ii) Tenant shall be bound necessary to effectuate such subordination, Tenant agrees to execute, upon the New Owner under the termsrequest of such mortgagee, covenants an agreement of subordination non-disturbance and conditions of this Lease for the balance of the term remaining, attornment in form reasonably satisfactory to Tenant and such mortgagee.
14.03 The above subordination with respect to any Purchase Money Mortgage or any future fee mortgages (including any extensions or renewals, with the same force modifications, replacements and effect as if the New Owner were Landlord under this Lease, (iiiextensions thereof) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use be operative unless Tenant receives an executed and possession of the Premises. Notwithstanding anything delivered subordination, non-disturbance and attornment agreement as set forth in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantparagraph 14.02 from said mortgagees.
Appears in 1 contract
Sources: Lease Agreement (Trans Lux Corp)
Subordination and Attornment. 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or, subject to Section 3.3, declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage (each, a “Mortgagee”) shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is subject and subordinate dated earlier or later than the date of said mortgage or the date of recording thereof. Within fifteen (15) days after delivery to (i) Tenant of written request therefor by Landlord, Tenant agrees to execute such commercially reasonable documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber all or part of the Projectbe, and by failing to do so within five (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (105) business days after a second written request from demand, shall be an Event of Default. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 Landlord’s interest herein may be assigned as security at any time to any Mortgagee. Notwithstanding the foregoing or anything to the contrary herein, execute and deliver no Mortgagee succeeding to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests interest of Landlord under this Lease hereunder shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) liable in any way to Tenant waives for any act or omission, neglect or default on the provisions part of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, unless (iiix) Tenant shall attorn such default under the Lease continues uncured after the date Mortgagee succeeds to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under the Lease and such default is reasonably susceptible of cure by Mortgagee, in which case Mortgagee shall be obligated to cure such default, and/or (y) such act or omission or neglect causing damage or loss to Tenant constitutes a default under the Lease, continues uncured after the date Mortgagee succeeds to the interest of Landlord under the Lease and such default is reasonably susceptible of cure by Mortgagee, in which case Mortgagee shall be obligated to cure such default, (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by or credited to such Mortgagee), (iii) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease by foreclosuresubsequent to such mortgage (except those (x) made solely for purposes of documenting the exercise of rights expressly set forth in this Lease, deed in lieu or (y) that Landlord is entitled to enter into without the consent of foreclosure or other proceedings Mortgagee pursuant to enforce a Mortgage) the terms of the Mortgage or any New Owner shall be liable for other loan documents, or (2) termination or surrender of the Lease made without the written consent of Lender, except any act, omission and/or breach termination or surrender of the Lease by Landlord other than continuing defaultsTenant made or effected pursuant to the express terms of the Lease, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any previous prepayment by Tenant of Rent for more than one (1) month’s installment of Rent, which was not approved in writing by the Mortgagee, (cv) liable beyond such Mortgagee’s interest in the Project, or (vi) responsible for the payment or performance of any amendment work to be done by Landlord under this Lease to render the Premises ready for occupancy by Tenant or modification for the payment of any tenant improvement allowances. Nothing in clause (i), above, shall be deemed to relieve any Mortgagee succeeding to the interest of Landlord hereunder of its obligation to comply with the obligations of Landlord under this Lease from and after the date of such succession.
30.3 No Mortgagee shall, either by virtue of the mortgage or any assignment of leases executed by Landlord for the benefit of such Mortgagee, be or become a mortgagee in possession or be or become subject to any liability or obligation under the Lease or otherwise until such Mortgagee shall have acquired the interest of Landlord in the Project, by foreclosure or otherwise, or in fact have taken possession of the Project as a mortgagee in possession and then such liability or obligation of Mortgagee under the Lease shall extend only to those liability or obligations accruing subsequent to the date that such Mortgagee has acquired the interest of Landlord in the Premises, or in fact taken possession of the Project as a mortgagee in possession.
30.4 Tenant shall, at such time or times as Landlord may request, upon not less than fifteen (15) days’ prior written request by Landlord, sign and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof. Notwithstanding anything to the contrary in Section 22.1(b) above, Tenant’s failure to deliver such statement within five (5) business days after Landlord’s second written request therefor shall, if Landlord so elects, constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.5 Tenant shall deliver to Landlord prior to the execution of this Lease made subsequent and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant as of the date of the applicable Financial Statements. If audited financial statements are not then available, Tenant may instead provide unaudited financial statements certified by an officer, member, manager, partner or other authorized representative of Tenant as accurately and completely reflecting the financial condition of Tenant. Landlord agrees not to request copies of financial statements more often than once in every twelve-month period, unless required in connection with a proposed sale or financing. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project, but Landlord shall require that such proposed purchaser or encumbrancer, as the case may be, that receives such Statement(s) keep the same in strict confidence except to the granting extent required by law or court order to disclose any information in such Statements. Tenant’s obligation to deliver such Statements to Landlord shall not apply if Tenant’s is a publicly traded company.
30.6 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the Mortgage by Landlord without its prior written consent, (d) the application date of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion submission of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantStatements to Landlord.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to (i) the lien any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any Mortgage which may now or hereafter encumber all or part of the ProjectReal Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedforegoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. In order to confirm such subordination (and/or any other terms set forth in this Section)Notwithstanding the foregoing, Tenant shall, within ten (10) business days after written request from Landlord▇▇▇▇▇▇▇▇'s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as ▇▇▇▇▇▇'s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any Mortgage holderperson ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, any certificationTenant shall immediately and automatically attorn to the Purchaser, instrument or other document required by Landlord or such Mortgage holderand this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein.
b. At Tenant's request, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇▇▇▇ acknowledges and agrees will request that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”)current Superior Interest execute a written "non-disturbance agreement" on Tenant's behalf providing that, then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default under this Lease beyond any applicable cure period hereunder at the time of transfer to New Ownergrace period, that such party will recognize this Lease shall remain and ▇▇▇▇▇▇'s rights hereunder and will not disturb ▇▇▇▇▇▇'s possession hereunder, and if this Lease is by operation of law terminated in full force a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and effect and the New Owner deliver such a non-disturbance agreement upon ▇▇▇▇▇▇▇▇'s request shall not disturb Tenant’s use constitute a default hereunder by ▇▇▇▇▇▇▇▇, it being understood that ▇▇▇▇▇▇▇▇'s sole obligation is to request in good faith the execution and possession delivery of the Premisessuch agreement. Notwithstanding anything Further, if in this Lease order to the contraryobtain such non-disturbance agreement, neither the holder of Landlord is required to expend any Mortgagesum, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed shall so notify Tenant and Tenant may elect to pay such sum. In no event shall Landlord be required to expend any sums in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantconnection therewith.
Appears in 1 contract
Sources: Office Lease (Ask Jeeves Inc)
Subordination and Attornment. 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future: mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is subject and subordinate dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to (i) execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be, and failure to do so within ten (10) days after written demand shall, at Landlord’s election, be an Event of Default. Tenant hereby attorns to all or part successor owners of the ProjectBuilding, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 Each party shall, at such time or times as the other party may request, upon not less than ten (10) days’ prior written request by the requesting party, sign and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver to the Project; provided, however, that so long as requesting party a certificate stating whether this Lease is in full force and effect and Tenant is not in default beyond effect; whether any applicable cure period hereunderamendments or modifications exist; whether any Monthly Rent has been prepaid and, T▇▇▇▇▇’s possession if so, how much; whether to the knowledge of the Premises certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall not constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be disturbed. In order deemed to confirm such subordination (and/or any other terms be an admission by Tenant of the matters set forth in this Section), the request for an estoppel certificate.
30.3 Tenant shall, within ten (10) business days after written request from Landlord, execute and shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s or Tenant’s Guarantor’s financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall materially reflect the financial condition of Tenant and Guarantor. The Statements for Guarantor shall be audited and the Statements for Tenant may be unaudited. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any Mortgage holderportion of the Building or the Project. To the extent any Statements delivered to Landlord pursuant to this Article 30 or Section 18.7 are marked “confidential” when delivered, any certificationLandlord shall make reasonable efforts to maintain the confidentiality of that financial information; provided, instrument or other document however, Landlord may disclose those financial statements as required by law, or to its auditors, regulators, attorneys, accountants and property managers; provided that each agrees to similarly maintain the confidentiality of the applicable financial statements.
30.4 Tenant acknowledges the Landlord or such Mortgage holderis relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in form the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and content warranted by Tenant to be correct and to accurately and fully reflect Tenant’s financial condition as reasonably required by of the date they were prepared.
30.5 As a condition to Tenant’s subordination obligations as set forth in Section 30.1, above, Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver to Tenant from any future mortgagee or beneficiary a written subordination and non-disturbance agreement in recordable form acceptable to such statement mortgagee or beneficiary in a timely manner is a its sole discretion providing that so long as there has been no uncured Event of Default under this Lease. If the interests of Landlord by Tenant, Tenant’s possession or quiet enjoyment under this Lease shall not be transferred disturbed and Tenant shall not be joined by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder, except where such Mortgage) (sometimes called is necessary for jurisdictional or procedural reasons. Landlord represents to Tenant that as of the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions date of this Lease for there is no mortgage or deed of trust encumbering the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantProject.
Appears in 1 contract
Subordination and Attornment. 30.1 This Lease, at Landlord's option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is subject and subordinate dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to (i) execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be, and by failing to do so within five (5) days after written demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all or part successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's then current mortgagee on such mortgagee's then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by such mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder. Landlord represents that as of the date of this Lease, there exists no mortgage or deed of trust encumbering Landlord’s interest in the Project.
30.2 Each party shall, at such time or times as the other party may request, upon not less than ten (10) days' prior written request by the requesting party, sign and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver to the Project; provided, however, that so long as requesting party a certificate stating whether this Lease is in full force and effect and Tenant is not in default beyond effect; whether any applicable cure period hereunderamendments or modifications exist; whether any Monthly Rent has been prepaid and, T▇▇▇▇▇’s possession if so, how much; whether to the knowledge of the Premises certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party's interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant's failure to deliver such statement within five (5) days after Landlord's second written request therefor shall not constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be disturbed. In order deemed to confirm such subordination (and/or any other terms be an admission by Tenant of the matters set forth in this Section), the request for an estoppel certificate.
30.3 Tenant shall, within ten (10) business days after written request from Landlord, execute and shall deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound prior to the New Owner under the terms, covenants and conditions execution of this Lease and thereafter at any time upon Landlord's request, Tenant's current audited financial statements, including a balance sheet and profit and loss statement for the balance most recent prior year (collectively, the "Statements"), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the term remainingBuilding or the Project, including and to any extensions encumbrancer of all or renewals, with any portion of the same force and effect as if Building or the New Owner were Project.
30.4 Tenant acknowledges that Landlord under is relying on the Statements in its determination to enter into this Lease, (iii) and Tenant shall attorn represents to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner which representation shall be liable for any act, omission and/or breach of deemed made on the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification date of this Lease made subsequent and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to the granting Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant's true financial condition as of the Mortgage by Landlord without its prior written consent, (d) the application date of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion submission of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantStatements to Landlord.
Appears in 1 contract
Sources: Lease Agreement (Telenav, Inc.)
Subordination and Attornment. 27.1 This Lease is subject Lease, and any option or right of first refusal granted hereby, at Landlord's option, shall be subordinate to (i) any ground lease, mortgage, deed of trust, or any other hypothecation or security hereafter placed upon the lien of any Mortgage Building or the land upon which may now the Building is situated or hereafter encumber all or part of the Projectboth, and (ii) to any and all existing recorded restrictionsadvances made on the security thereof and to all renewals, covenantsmodifications, easements consolidations, replacements and agreements with respect extensions thereof. Notwithstanding such subordination, Tenant's right to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s quiet possession of the Premises shall not be disturbeddisturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In order If any mortgages, trustee or ground lessor shall elect to confirm have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such subordination (and/or Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Landlord will use its best efforts to provide a standard lender non-disturbance agreement.
27.2 Tenant agrees, at the request of any other terms set forth in successor of Landlord, to attorn to such successor and Tenant further agrees to execute any reasonable documents required to effectuate an attornment, a subordination, or to make this Section)Lease or any Option granted herein prior to the lien of any mortgage, Tenant shalldeed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) business days after receipt of written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in demand shall constitute a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in material default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent hereunder without further notice to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Office Lease (Retix)
Subordination and Attornment. 22.1 This Lease is subject and at Landlord's option will be subordinate to any mortgage, deed of trust and related documents now or hereafter placed upon the Building Complex (i) including all advances made thereunder), and to all amendments, renewals, replacements, or restatements thereof (collectively, "Mortgage"). Tenant agrees that no documentation other than this Lease is required to evidence such subordination.
22.2 If any Mortgagee elects to have this Lease superior to the lien of its Mortgage and gives notice to Tenant, this Lease will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of such Mortgage or the date of recording thereof.
22.3 In confirmation of subordination or superior position, as the case may be, Tenant will execute such documents as may be required by Mortgagee (provided that such documents only confirm such subordination and do not in any Mortgage which may now or hereafter encumber way modify the terms of this Lease) and if it fails to do so within 10 days after demand, such failure shall be deemed an Event of Default hereunder.
22.4 Tenant hereby attorns to all or part successor owners of the ProjectBuilding, and (ii) all existing recorded restrictionswhether such ownership is acquired by sale, covenantsforeclosure of a Mortgage, easements and agreements with respect to the Projector otherwise; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order after succeeding to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord 's interest under this Lease, (iii) Tenant shall attorn any such successor owner assumes in accordance with the terms of this Lease and during its period of ownership all obligations of Landlord arising after the date such successor owner acquires title to the New Owner Buildings.
22.5 Within 30 days following the effective date of this Lease (full execution of the Lease) and execution of a non-disturbance agreement by Tenant in the form attached hereto as its Exhibit F, Landlord will obtain a non-disturbance agreement from Landlord's present Mortgagee in the form attached hereto as Exhibit F; Tenant's agreement to subordinate under Section 22.1 above as to any future Mortgagee is conditioned upon Tenant obtaining a non-disturbance agreement from any such future Mortgagee of the Real Property and/or the Building on such Mortgagee's standard form for such purposes substantially in the form attached hereto as Exhibit F, and (iv) with changes as such future Mortgagee may reasonably require so long as this Lease is in full force and effect and Tenant is such changes do not in default beyond any applicable cure period hereunder at way modify the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification terms of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantLease.
Appears in 1 contract
Sources: Lease Agreement (Lifeminders Inc)
Subordination and Attornment. This (a) The Tenant accepts this Lease is subject and subordinate to (i) any mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Developed Parcel and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any mortgagee shall elect to have this Lease prior to the lien of any Mortgage which may now or hereafter encumber all or part of the Projectits mortgage, and (ii) all existing recorded restrictionsshall give written notice thereof to Tenant, covenantsthis Lease shall be deemed prior to such mortgage, easements and agreements with whether this Lease is dated prior or subsequent to the date of said mortgage, or the date of recording thereof. With respect to security devices entered into by Landlord after the Project; providedexecution of this Lease, howeverTenant’s subordination of this Lease shall be subject to receiving assurance (“non-disturbance agreement”) from the Lender that Tenant’s possession and this Lease, that including any options to extend the term hereof, will not be disturbed so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession hereof and attorns to the lender and/or record owner of the Premises Premises. Landlord agrees to use commercially reasonable effort to obtain such non-disturbance agreement from the Lender on Lender’s standard form, which commercially reasonable efforts shall not in no event require the expenditure of any costs by Landlord, including attorney’s fees.
(b) Although the provisions of Paragraph (23)(a) shall be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section)self operative, Tenant shallagrees, upon reasonably request of Landlord or Landlord’s lender, to execute any documents required to effectuate any attornment, a subordination or to make this Lease prior to the lien of any mortgage. Tenant’s failure to execute such documents within ten (10) business 10 days after written request from Landlorddemand shall constitute a material default by Tenant hereunder.
(c) If by reason of a default under the mortgage upon the Developed Parcel, execute the interest of Landlord in the Developed Parcel is terminated, the Tenant will attorn to the holder of such mortgage (or to any person or entity to which the Developed Parcel is conveyed by such holder) and deliver to Landlord or any Mortgage will recognize such holder, any certification, instrument person or other document required by Landlord or such Mortgage holder, in form and content entity as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default Tenant’s landlord under this Lease. If Tenant agrees to execute and deliver, at any time and from time to time, upon the interests request of Landlord under this Lease shall or of the Landlord’s lender any instrument which may be transferred by reason of foreclosure, deed in lieu of foreclosure necessary or other proceedings for enforcement of any Mortgage appropriate to any third party transferee (including without limitation the holder of any evidence such Mortgage) (sometimes called the “New Owner”), then (i) attornment. Tenant further waives the provisions provision of any statute or rule of law, law now or hereafter in effect, effect which may give or purport to give Tenant any right of election to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance surrender possession of the term remaining, including Premises in the event any extensions or renewals, with proceeding is brought by Landlord’s lender to terminate the same force and effect as if interest of the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to in the New Owner as its LandlordDeveloped Parcel, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, agrees that this Lease shall remain not be affected in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease way whatsoever by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantsuch proceeding.
Appears in 1 contract
Sources: Lease Agreement (Interhealth Facility Transport, Inc.)
Subordination and Attornment. A. This Lease, at Landlord’s option, shall be subordinate to any mortgage or deed of trust (now or hereafter placed upon the Building and/or Building Complex, or any portion thereof), including any amendment, modification, or restatement of any of such documents, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements, and extensions thereof Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such subordination.
B. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of the holder’s mortgage or deed of trust and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is subject and subordinate dated prior or subsequent to (i) the date of said mortgage or deed of trust of the date of recording thereof.
C. In conhation of such subordination or superior position, as the case may be, Tenant agrees to execute such documents as may be required by Landlord or its Mortgagee to evidence the subordination of its interest herein to any of the documents described above, or to evidence that this Lease is prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber all or part of the Projectbe, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect failing to the Project; provided, however, that do so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlorddemand, execute Tenant does hereby make, constitute, and deliver irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place, and stead, to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and do so.
D. Tenant hereby agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage attorn to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance all successor owners of the term remainingBuilding, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such ownership is acquired as a result of Landlord under this Lease by foreclosurea sale, through foreclosure of a deed in lieu of foreclosure trust or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultsmortgage, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Subordination and Attornment. This Lease is subject to all ground or underlying leases, mortgages and subordinate to (i) deeds of trust which now affect the lien of Leased Premises or any Mortgage which may now or hereafter encumber all or part of the ProjectLeased Premises and to all renewals, modifications, consolidations, replacements and (ii) extensions thereof. This Lease may, at the option of Landlord, be subordinated to any ground or underlying leases, mortgages, deed of trust or other lien which maybe hereafter affect the Building or any part thereof and Tenant will execute and deliver upon the demand of Landlord from time to time any and all existing recorded restrictionsinstruments desired by Landlord, covenantssubordinating, easements and agreements with respect to in the Project; providedmanner requested by Landlord, however, that so long as this Lease is to such lease, mortgage, deed of trust or other lien provides that in full force and effect and Tenant is the event of the termination of such lease or foreclosure of such mortgage, deed of trust or lien, any successor to any interest of Landlord in the Building or Common Areas will not in default beyond any applicable cure period hereunder, T▇▇▇▇▇disturb Tenant’s possession of the Leased Premises or Common Areas if Tenant attorns to such successor as Landlord and otherwise performs its obligations under this Lease. Tenant agrees that Tenant shall not attorn to any purchaser upon foreclosure or sale pursuant to any lien. Landlord may from time to time grant or declare such restrictions or covenants as may be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or adopt and record such Mortgage holder. T▇▇▇▇▇ acknowledges parcel maps, subdivision maps or condominium plans as may be reasonably required by Landlord relating to all or any portion of the Land or the Building and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport all such documents shall be senior to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) and Tenant shall be bound to the New Owner under the terms, covenants and conditions sign any of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such documents upon receipt of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on provided such documents do not unreasonably interfere with the use of other properties owned the Leased Premises or Common Areas by Landlord for purposes which compete with TenantTenant as permitted by this Lease.
Appears in 1 contract
Subordination and Attornment. This At Landlord's option, this Lease shall be subordinate to any mortgage, deed of trust (now or subsequently placed upon the Building or the Real Property), ground lease, declaration of covenants (subsequently placed upon the Building or the Real Property) regarding maintenance and use of any areas contained in any portion of the Building or the Real Property, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions of the same. With respect to any of the above documents, Tenant agrees that no documentation other than this Lease shall be required to evidence the subordination. Any holder of a mortgage or deed of trust may elect, by written notice to Tenant, to make this Lease superior to the lien of its mortgage or deed of trust, in which case this Lease shall automatically be deemed prior to such mortgage or deed of trust, whether this Lease is subject and subordinate dated earlier or later than the date of the mortgage or deed of trust or the date the same was recorded. Tenant shall execute such documents as may be required to (i) evidence the subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be. By failing to do so within five days after written demand, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all or part successor owners of the ProjectBuilding, whether or not such ownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or otherwise. Additionally, at such time or times as Landlord may request, upon not less than five days' prior written request by Landlord, Tenant shall sign and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver to the Project; provided, however, that so long as Landlord a certificate stating whether this Lease is in full force and effect effect; whether any amendments or modifications exist; whether there are any Events of Default or circumstances that, with notice or the passage of time may become an Event of Default; and such other information and agreements as may be reasonably requested. Any such statement delivered pursuant to this Section 29 may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord's interest, or a holder or prospective holder of any mortgage or deed of trust encumbering the Building. Tenant's failure to deliver such statement within such time shall constitute an Event of Default and shall conclusively be deemed to be an admission by Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms matters set forth in this Section), Tenant shall, within ten (10) business days after written the request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantan estoppel certificate.
Appears in 1 contract
Subordination and Attornment. 31.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect Tenant to the Projecteffectuate such subordination; provided, however, that so long that, as a condition to subordination of any future mortgage, deed of trust or lease, the holder of such mortgage, deed of trust or lease shall execute and deliver to Tenant a non-disturbance agreement in favor or Tenant on such holder’s standard form.
31.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in full force and effect lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant is not shall execute a statement in default beyond writing to such effect at Landlord’s request. If Tenant fails to execute any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in document required from Tenant under this Section), Tenant shall, Section within ten (10) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. Tenant’s obligations to subordinate its interest in this Lease are subject to Tenant’s receipt from any Mortgagee of a non-disturbance agreement on such Mortgagee’s typical form.
31.3. Upon written request of Landlord or and opportunity for Tenant to review, Tenant agrees to execute any Mortgage holderLease amendments not materially altering the terms of this Lease, any certification, instrument or other document if required by Landlord a mortgagee or such Mortgage holder, in form and content as reasonably required beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Landlord Tenant or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If modifying the interests Term of Landlord under this Lease shall be transferred by reason of deemed as materially altering the terms hereof.
31.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed in lieu of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or other proceedings for enforcement of any Mortgage sale attorn to any third party transferee (including without limitation the holder of purchaser upon any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute foreclosure or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants sale and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect recognize such purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Daystar Technologies Inc)
Subordination and Attornment. This Lease is and shall be subject and subordinate at all times to (i) all ground or underlying leases which now exist or may hereafter be executed or amended affecting the Building or the land upon which the Building is situated, or both, and to the lien of any Mortgage mortgages or deeds of trust in any amount or amounts whatsoever which now exist or may now hereafter be executed or hereafter encumber all amended on or against the land and Building or either of them, of which the Premises are a part, or on or against Landlord’s interest or estate therein, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Notwithstanding the Projectforegoing, Tenant covenants and (ii) all existing recorded restrictions, covenants, easements agrees to execute and agreements with respect deliver upon demand to Landlord such further instruments in recordable form evidencing such subordination of this Lease to such ground or underlying leases and to the Project; providedlien of any such mortgages or deeds of trust as may be reasonably required by Landlord, howeverincluding a statement from Tenant as to any claimed offsets of Tenant. As to any mortgages, deeds of trust or ground leases hereafter executed that affect Landlord’s estate or any interest of Landlord in the real property or any part thereof of which the Premises form a part or any renewals, modifications, replacements or extensions of existing mortgages, deeds of trust or ground leases, they shall not be effective to disturb the terms hereof or Tenant’s occupancy hereunder so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession under the terms and conditions of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If Any holder of a mortgage or deed of trust may elect to have this Lease superior to the interests lien of Landlord under its mortgage or deed of trust by giving written notice thereof to Tenant, whereupon this Lease shall be transferred by reason deemed prior to such mortgage or deed of foreclosuretrust notwithstanding the relative dates of the documentation or recordation thereof. Landlord shall use commercially reasonable efforts to obtain a non disturbance agreement for the benefit of Tenant from the current holder of the deed of trust on the Property. Upon the written request of the Landlord or any mortgagee or beneficiary of Landlord, deed Tenant will in lieu of foreclosure or other proceedings for enforcement of any Mortgage writing attorn to any third party transferee (including without limitation the holder such mortgagee or beneficiary. Said agreement of any such Mortgage) (sometimes called the “New Owner”)attornment shall provide, then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunderamong other things, (iia) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, that this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlordeffect, (b) any prepayment by that Tenant shall pay rent to said mortgagee or beneficiary from the date of more than one (1) month’s installment of Rentsaid attornment, (c) any amendment that mortgagee or modification of beneficiary shall not be responsible to Tenant under this Lease made except for obligations accruing subsequent to the granting date of such attornment (except for repair and maintenance obligations of a continuing nature and the payment in full of the Mortgage by Landlord without its prior written consenttenant improvement allowance described in the Work Letter), and (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord that Tenant, in the event of a casualty loss thereto foreclosure or a taking deed in lieu thereof, (e) will enter into a new lease with the commencement or completion of any construction or restoration, or (f) restrictions lien holder acquiring title on the use same terms and conditions as the existing Lease and for the balance of other properties owned the term hereof. The provisions of this Lease may require approval by financial institutions which make the loans herein contemplated. If any such institution should require as a condition of such financing any modification of the provisions of this Lease, Tenant will approve and execute any such modifications, provided no such modifications shall relate to the rent payable hereunder, the length of the term or materially change the rights or obligations of Landlord for purposes which compete with Tenantor Tenant to each other.
Appears in 1 contract
Sources: Lease (Constant Contact, Inc.)
Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any Mortgage which may now or hereafter encumber all or part of the ProjectReal Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedforegoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. In order to confirm such subordination (and/or any other terms set forth in this Section)Notwithstanding the foregoing, Tenant shall, within ten (10) business days after written request from Landlord▇▇▇▇▇▇▇▇’s request, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other a document required by evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges ▇▇’s attorney-in-fact to execute and agrees that its failure to deliver any such statement instrument in a timely manner is a Default under this Leasethe name of Tenant if Tenant fails to do so within such time. If the interests interest of Landlord under this Lease shall be in the Real Property or the Building is transferred by reason of foreclosure, deed to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Mortgage Superior Interest, Tenant shall immediately attorn to any third party transferee (the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including without limitation the holder of any such Mortgage) (sometimes called request made by reason of the “New Owner”), then (i) Tenant waives the provisions termination of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease as a result of such foreclosure or the obligations of Tenant hereunderother proceedings, (ii) Tenant shall be bound enter in to a new lease with Purchaser on the New Owner under the terms, covenants terms and conditions of this Lease for applicable to the balance remainder of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the PremisesTerm hereof. Notwithstanding anything in the subordination of this Lease to the contrarySuperior Interests as set forth above, neither the holder of any Mortgage, its successors or assigns Superior Interest may at any time (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to enforce a Mortgage) or any New Owner shall be liable for any actTenant, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might elect to have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent be prior and superior to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantsuch Superior Interest.
Appears in 1 contract
Sources: Industrial Lease (Scilex Holding Co)
Subordination and Attornment. A. This Lease is subject and subordinate to (i) the lien of any Mortgage which may now or hereafter encumber all or part of the ProjectLease, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, Tat ▇▇▇▇▇’s possession ▇▇▇'s option, shall be subordinate to any mortgage or deed of trust (now or hereafter placed upon the Building Complex, or any portion thereof), including any amendment, modification, or restatement of any of such documents, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements, and extensions thereof. ▇▇▇▇▇▇ agrees that with respect to any of the Premises foregoing documents, no documentation, other than this Lease, shall not be disturbed. required to evidence such subordination.
B. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of the holder's mortgage or deed of trust and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof.
C. In order to confirm confirmation of such subordination (and/or or superior position, as the case may be, ▇▇▇▇▇▇ agrees to execute such documents as may be required by Landlord or its Mortgagee to evidence the subordination of its interest herein to any other terms set forth in of the documents described above, or to evidence that this Section)Lease is prior to the lien of any mortgage or deed of trust, Tenant shallas the case may be, and failing to do so within ten (10) business days after written request from Landlorddemand, execute Tenant does hereby make, constitute, and deliver irrevocably appoint Landlord as ▇▇▇▇▇▇'s attorney-in-fact and in Tenant's name, place, and stead, to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holderdo so.
▇. T▇▇▇▇▇▇ acknowledges and hereby agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage attorn to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance all successor owners of the term remainingBuilding Complex, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such ownership is acquired as a result of Landlord under this Lease by foreclosurea sale, through foreclosure of a deed in lieu of foreclosure trust or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultsmortgage, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Sources: Lease (Daily Journal Corp)
Subordination and Attornment. 31.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
31.2. Notwithstanding the Projectforegoing, Tenant shall execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the Project; providedlien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, that so long as this Lease is shall be deemed prior in full force and effect lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant is not shall execute a statement in default beyond writing to such effect at Landlord’s request. If Tenant fails to execute any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in document required from Tenant under this Section), Tenant shall, Section within ten (10) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. Tenant’s obligations to subordinate its interest in this Lease are subject to Tenant’s receipt from any Mortgagee of a non-disturbance agreement on such Mortgagee’s typical form.
31.3. Upon written request of Landlord or and opportunity for Tenant to review, Tenant agrees to execute any Mortgage holderLease amendments not materially altering the terms of this Lease, any certification, instrument or other document if required by Landlord a mortgagee or such Mortgage holder, in form and content as reasonably required beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Landlord Tenant or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If modifying the interests Term of Landlord under this Lease shall be transferred by reason of deemed as materially altering the terms hereof.
31.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed in lieu of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or other proceedings for enforcement of any Mortgage sale attorn to any third party transferee (including without limitation the holder of purchaser upon any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute foreclosure or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants sale and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect recognize such purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Revance Therapeutics, Inc.)
Subordination and Attornment. 27.1 This Lease is subject Lease, and any option or right of first refusal granted hereby, at Landlord's option, shall be subordinate to (i) any ground lease, mortgage, deed of trust, or any other hypothecation or security hereafter placed upon the lien of any Mortgage Building or the land upon which may now the Building is situated or hereafter encumber all or part of the Projectboth, and (ii) to any and all existing recorded restrictionsadvances made on the security thereof and to all renewals, covenantsmodifications, easements consolidations, replacements and agreements with respect to the Project; providedextensions thereof. Notwithstanding such subordination, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, TTenan▇'▇ ▇▇▇▇▇’s ght to quiet possession of the Premises shall not be disturbeddisturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In order If any mortgages, trustee or ground Landlord shall elect to confirm have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such subordination (and/or Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof.
27.2 Tenan▇ ▇▇▇▇es, at the request of any other terms set forth in successor of Landl▇▇▇, ▇▇ attorn to such successor and Tenan▇ ▇▇▇▇her agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Section)Lease or any Option granted herein prior to the lien of any mortgage, Tenant shalldeed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) business days after written request from Landlorddemand shall constitute a material default by Tenant hereunder without further notice to Tenan▇.
27.3 As a condition precedent to Tenant being required to subordinate its interest in this Lease to any future mortgage covering the Building, execute and deliver to Landlord shall obtain for Tenan▇'▇ ▇▇nefit a non-disturbance agreement. The non-disturbance agreement shall include the existing or future mortgagee's ("Lender's") agreement that, if Lender or its successor-in-interest or any Mortgage holderpurchaser of Lender's or its successor's interest (a "Purchaser") acquires an ownership interest in the Building, any certification, instrument or other document required by Landlord Lender or such Mortgage holdersuccessor-in-interest or Purchaser will (1) honor all of the Terms of the Lease, (2) fulfill Landlord's obligations under the Lease, and (3) promptly cure all of the then-existing Landlord defaults under the Lease. Such non-disturbance agreement must be binding on all of Lender's participants in form the subject loan (if any) and content as reasonably required by Landlord or on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Mortgage holder. Tnon-disturbance agreement, Tenan▇ ▇▇▇▇ execute an agreement for Lende▇'▇ ▇▇nefit in which Tenant (1) confirms that the Lease is subordinate to the deed of trust in favor of Lende▇, (▇) agrees to attorn to Lender if Lende▇ ▇▇▇▇mes the owner of the Building, (3) agrees to give Lender copies of whatever notices of default Tenant must give Landlord, (4) agrees to accept a cure by Lende▇ acknowledges ▇▇ ▇ny of Landlord's defaults, provided such cure is completed within the deadline applicable to Landlord, (5) agrees to not pay Rent more than one month in advance and (6) agrees that its failure no modification or amendment of the Lease will be binding on Lender unless it has been consented to in writing by Lende▇. ▇▇ndlord shall deliver any such statement in to Tenant a timely manner is a Default under this Lease. If non- disturbance agreement by all existing mortgagees within thirty (30) days after the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions full execution of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn in a form substantially similar to the New Owner form attached hereto as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantExhibit "B".
Appears in 1 contract
Sources: Valuation and Qualifying Accounts (Syncor International Corp /De/)
Subordination and Attornment. A. This Lease is shall be subject to and subordinate to any and all mortgages or deeds of trust, regardless of whether such lease, mortgages or deeds of trust now exist or may hereafter be created with regard to all or any part of the Premises and to any and all advance to be made thereunder, and to the interest thereon, and all modifications, consolidations, renewals, replacements, and extensions thereof (collectively, a “Mortgage”); provided, as a condition precedent to the subordination of this Lease to any Mortgage, the holder of such Mortgage must enter into a subordination, non-disturbance and attorment agreement (an “SNDA”), in form and substance reasonably acceptable to Tenant, pursuant to which it agrees (i) the lien of any Mortgage which may now or hereafter encumber all or part of the Project, not to disturb Tenant’s leasehold interest and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as rights under this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇or Tenant’s possession of the Premises Premises, provided the foregoing shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content limit the remedies available hereunder as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement result of any Mortgage to any third party transferee (including without limitation the holder Event of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunderDefault, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord recognize Tenant’s rights under this Lease, (iii) Tenant shall attorn to be bound by this Lease and perform the Landlord’s obligations hereunder in the event it acquires title to the New Owner as its LandlordPremises by foreclosure or other means, and (iv) so long as the subordination of this Lease is to its Mortgage shall not increase Tenant’s obligations or liabilities under this Lease or decrease Tenant’s rights under this Lease. Tenant also agrees that any mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in full force the event of such election and effect and upon notification by such mortgagee to Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Ownerthat effect, this Lease shall remain in full force and effect be deemed prior to the lien of its mortgage, whether this Lease is dated prior to or subsequent to the date of said Mortgage. In the event there is any Mortgage entered into or recorded prior to the execution of this Lease and the New Owner shall not disturb Tenant’s use and possession recording of the Premises. Notwithstanding anything in this Lease to the contraryor a memorandum hereof, neither then Landlord must cause the holder of any Mortgagesuch Mortgage to execute and deliver an SNDA, its successors in form and substance reasonably acceptable to Tenant, simultaneously with the execution of this Lease.
B. In the event of the sale or assigns assignment of Landlord’s interest in the Premises (whether except in a sale - leaseback financing transaction), Tenant shall attorn to and recognize such purchaser or not it acquires the interest of assignee or mortgagee as Landlord under this Lease by foreclosure, deed in lieu Lease.
C. In the event of any proceedings brought for the foreclosure or other proceedings to enforce a Mortgage) or of any New Owner shall be liable for any act, omission and/or breach of Mortgage covering the Lease by Landlord other than continuing defaultsProperty, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of the exercise of a casualty loss power of sale pursuant thereto or and upon the written request of a taking thereofpurchaser at such foreclosure proceedings, (e) Tenant shall, at the commencement or completion request of any construction or restorationsuch purchaser, or (f) restrictions on the use of other properties owned by attorn to and recognize such purchaser as Landlord for purposes which compete with Tenantunder this Lease.
Appears in 1 contract
Subordination and Attornment. This Lease, at the Landlord’s option, shall be subordinate to any mortgage, deed of trust (now or hereafter placed upon the Property), ground lease or declaration of covenants (now or hereafter placed upon the Property) regarding maintenance and use of any areas contained in any portion of the Property, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions hereof. The Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such subordination. If any holder of a mortgage or deed of trust shall elect to have this lease superior to the lien of its mortgage or deed of trust and shall give written notice thereof to the Tenant, this Lease shall be deemed prior to such mortgage or deed of trust whether this Lease is subject and subordinate dated prior or subsequent to (i) the date of said mortgage, deed of trust or the date of recording thereof. The Tenant agrees to execute such documents which may be required to effectuate such subordination or to make the Lease junior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be, and failing to do so within ten (10) days after written demand, the Tenant does hereby make, constitute and irrevocably appoint the Landlord as the Tenant’s attorney-in-fact and in the Tenant’s name, place and stead, to do so. The Tenant hereby attorns to all or part successor owners of the ProjectBuilding, whether or not such ownership is acquired as a result of sale, through foreclosure of a deed of trust or mortgage, or otherwise. Notwithstanding the foregoing, the Tenant’s possession and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as terms of this Lease is in full force and effect and lease shall not change or be disturbed if the Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. (a) This Lease is subject and subordinate to (i) the lien of any Mortgage all ground or underlying leases and to all mortgages which may now or hereafter encumber affect such leases or the Shopping Center or portion thereof and to all or part renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. The provisions of this Paragraph 24(a) shall be self-operative and no further instruments of subordination shall be required. However, if Landlord requests confirmation of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth provided for in this SectionParagraph 24(a), Tenant shall, within ten (10) business days after written request from Landlordwithout charge therefor, promptly execute and deliver to Landlord any certificate or instrument which Landlord may at any Mortgage holdertime request in connection therewith.
(b) The holder of any mortgage referred to in Paragraph 24(a) may elect that this Lease shall have priority over such mortgage and upon notification by such mortgagee to Tenant, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason deemed to have priority over such mortgage whether this Lease is dated prior to or subsequent to the date of foreclosure, deed in lieu of foreclosure such mortgage.
(c) Tenant agrees to give the lessor under any lease or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgagemortgage referred to in Paragraph 24(a) (sometimes called the “New Owner”)hereof a copy, then (i) Tenant waives the provisions by registered mail, of any statute notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of assignment of rents and leases, or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (iiotherwise) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions address of such lessor or renewals, with mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the same force and effect as if the New Owner were Landlord under time provided for in this Lease, then each such lessor or mortgagee shall have an additional 30 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 to cure such default (iii) Tenant shall attorn including but not limited to the New Owner as its Landlordcommencement of lease termination or mortgage foreclosure proceedings if necessary to effect such cure), and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, which event this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease be terminated while such remedies are being so diligently pursued.
(d) If at any time prior to the contrarytermination of this Lease, neither the lessor under any lease or the holder of any Mortgagemortgage referred to in Paragraph 24(a) (or any person, its or such person's successors or assigns (whether or not it assigns, who acquires the interest of Landlord under this Lease by foreclosure, through foreclosure action or an assignment or deed in lieu of foreclosure) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or other proceedings delivery of a new lease or deed or otherwise, Tenant agrees at the election and upon request of any such person, to enforce fully and completely attorn, from time to time, to and recognize such person as Tenant's landlord under this lease upon the then executory terms of this Lease. Upon such attornment this Lease shall continue in full force and effect as a Mortgagedirect lease between Tenant and such successor landlord except that such successor landlord shall not be:
(i) or any New Owner shall be liable for any act, previous act or omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by any prior landlord (aincluding Landlord);
(ii) subject to any offsets or defenses which may have theretofore accrued to Tenant might have against any prior landlord (including Landlord);
(iii) bound by any previous prepayment of Basic Rent, (b) any prepayment by Tenant of more or Additional Rent, if any, for a period greater than one month in advance;
(1iv) month’s installment of Rent, (c) bound by any amendment or modification modifications of this Lease made subsequent lease, unless such modification has been approved in writing by such lessor or holder of any mortgage; or
(v) liable for any security deposits pursuant to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance lease unless such security has actually been delivered to such lessor or condemnation proceeds or the restoration of the Premises by Landlord in the event holder of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantmortgage.
Appears in 1 contract
Subordination and Attornment. This If required by any mortgagee or the holder of any trust deed or indenture. this Lease is and all rights of the Tenant hereunder shall be subject and subordinate to (i) the lien of any Mortgage all mortgages, trust deeds or indentures now or hereafter existing which may now or hereafter encumber affect the Building and to all renewals, modifications, consolidations, replacements and extensions thereof; provided that whenever required by any mortgagee, including any trustee under a trust deed or part indenture, the Tenant shall attorn to such mortgagee as the tenant upon the terms of this Lease. The Tenant agrees to execute and deliver promptly, whenever requested by the Landlord or by such mortgagee. an instrument of subordination or atonement, as the case may be, as may be required of the Project, and Tenant. If the Tenant fails to do so within seven (ii7) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlordreceiving the instrument, the Tenant hereby irrevocably authorizes the Landlord to complete, execute and deliver the instrument for and on behalf of and in the name of and as agent of the Tenant. From time to time following the execution and delivery of this Lease, the Landlord or will, following written notice from the Tenant:
(a) in respect to any Mortgage holdermortgage from a non-institutional lender on other than commercial term, obtain a Non-Disturbance Agreement; and
(b) In respect to any certificationother mortgage including without limitation those from instrumental lenders on commercial terms, instrument or other document required by Landlord or use its reasonable efforts to have such Mortgage holdermortgagee enter into a Non-Disturbance Agreement, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ with the Tenant whereby the mortgagee acknowledges and agrees that its failure to deliver any such statement honour the terms of this Lease provided the Tenant i~ not then in a timely manner is a Default under default of the provisions of this Lease. If Notwithstanding the interests foregoing, the Landlord shall not be obligated to obtain or use its reasonable endeavours to obtain such Non-Disturbance Agreement if the same would materially affect the Landlord’s financial commitments under its financing. Any reasonable expenses of such mortgagee and the Landlord under this Lease in obtaining such Non-Disturbance Agreement in each case shall be transferred paid by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantupon demand.
Appears in 1 contract
Sources: Lease Agreement
Subordination and Attornment. 34.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
34.2. Notwithstanding the Projectforegoing, provided Tenant is furnished a commercially reasonable non-disturbance agreement from any such lender or lessor requiring subordination, Tenant shall execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the Project; providedlien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. However, howeverif any such mortgagee, that beneficiary or Landlord under lease wherein Landlord is tenant so long as elects, this Lease is shall be deemed prior in full force and effect lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant is not shall execute a statement in default beyond writing to such effect at Landlord’s request. If Tenant fails to execute any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in document required from Tenant under this Section), Tenant shall, Section 34 within ten (10) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents pursuant to this Section 34 in the name of Tenant. Such power is coupled with an interest and is irrevocable.
34.3. Upon written request of Landlord or and opportunity for Tenant to review, Tenant agrees to execute any Mortgage holderLease amendments not materially altering the terms of this Lease, any certification, instrument or other document if required by Landlord a mortgagee or such Mortgage holder, in form and content as reasonably required beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Landlord Tenant or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If modifying the interests term of Landlord under this Lease shall be transferred by reason of deemed as materially altering the terms hereof.
34.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed in lieu of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or other proceedings for enforcement of any Mortgage sale attorn to any third party transferee (including without limitation the holder of purchaser upon any such Mortgage) (sometimes called foreclosure or sale and recognize such purchaser as the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. 34.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may now Landlord is tenant hereafter in force against the Building or the Project (collectively referred to as “Senior Interests”) and to all advances made or hereafter encumber all or to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of the ProjectTenant to effectuate such subordination, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is the holders of such Senior Interests do not in default beyond any applicable cure period hereunder, T▇▇▇▇▇disturb Tenant’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in violation of this Section), Lease so long as Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that performs its failure to deliver any such statement in a timely manner is a Default obligations under this Lease. Landlord represents to Tenant that, as of the Execution Date, there is no mortgage, deed of trust, or lease in which Landlord is tenant in force against the Building or the Project.
34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, on condition that the holder of the Senior Interest agrees to not disturb Tenant’s possession of the Premises in violation of this Lease so long as Tenant performs its obligations under this Lease. However, if any such mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document reasonably required from Tenant under this Section within fifteen (15) days after Tenant’s receipt of written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the interests name of Tenant. Such power is coupled with an interest and is irrevocable.
34.3. [Intentionally omitted]
34.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, Tenant’s possession of the Premises under this Lease shall be transferred by reason continue undisturbed so long as Tenant performs its obligations under this Lease and the Tenant shall at the election of foreclosure, deed in lieu of the purchaser at such foreclosure or other proceedings for enforcement of any Mortgage sale attorn to any third party transferee (including without limitation the holder of purchaser upon any such Mortgage) (sometimes called foreclosure or sale and recognize such purchaser as the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Sonus Pharmaceuticals Inc)
Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any Mortgage which may now or hereafter encumber all or part of the ProjectReal Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedforegoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. In order to confirm such subordination (and/or any other terms set forth in this Section)Notwithstanding the foregoing, Tenant shall, within ten (10) business days after written request from Landlord’s request, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other a document required by evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord or such Mortgage holder, in form as Tenant’s attorney-in-fact to execute and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement instrument in the name of Tenant if Tenant fails to do so within such 10 day period, provided that such failure by Tenant continues for five (5) Business Days after Tenant’s receipt of a timely manner is a Default under this Leasesecond written notice from Landlord requesting such instrument. If the interests interest of Landlord under this Lease shall be in the Real Property or the Building is transferred by reason of foreclosure, deed to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Mortgage Superior Interest, Tenant shall immediately attorn to any third party transferee (the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including without limitation the holder of any such Mortgage) (sometimes called request made by reason of the “New Owner”), then (i) Tenant waives the provisions termination of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease as a result of such foreclosure or the obligations of Tenant hereunderother proceedings, (ii) Tenant shall be bound enter in to a new lease with Purchaser on the New Owner under the terms, covenants terms and conditions of this Lease for applicable to the balance remainder of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premiseshereof. Notwithstanding anything in the subordination of this Lease to the contrarySuperior Interests as set forth above, neither the holder of any Mortgage, its successors or assigns Superior Interest may at any time (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to enforce a Mortgage) or any New Owner shall Tenant, elect to have this Lease be liable for any actprior and superior to such Superior Interest. Landlord will use commercially reasonable efforts, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment at Tenant’s cost and upon written request by Tenant provided to Landlord after the Delivery Date, to obtain a Subordination, Non-Disturbance and Attornment Agreement for the benefit of more than one (1) monthTenant from Landlord’s installment of Rent, (c) current lender and any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions future lender on the use of other properties owned by Landlord for purposes which compete with Tenantsuch lender’s standard form.
Appears in 1 contract
Sources: Office Lease (Salt Blockchain Inc.)
Subordination and Attornment. This Lease is and the Tenant's rights under this Lease are subject and subordinate to any ground lease or underlying lease (i) including the Site Leases), first mortgage, first deed of trust or other first lien encumbrance or indenture (or series of mortgages held by or for the benefit of Affiliated parties), whether encumbering any Mortgage which may Theatre Property or the interest of the Landlord under any of the Site Leases, together with any renewals, extensions, modifications, consolidations, and replacements of them listed on Exhibit C that now or hereafter encumber all at any subsequent time affects any Parcel of Property, Theatre Improvement or part Unit of Equipment or any interest of the ProjectLandlord in any Parcel of Property, Theatre Improvement or Unit of Equipment or the Landlord's interest in this Lease and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Projectestate created by this Lease or such landlord's interest; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedsubordinate to any Lien created by Landlord other than a Landlord Permitted Lien; and any and all mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to the estate of such Site Landlord in and to the real property interest of the Site Landlord thereunder. In This provision will be self-operative and no further instrument of subordination will be required in order to confirm such subordination (and/or effect it. Nevertheless, the Tenant will execute, acknowledge and deliver to the Landlord, at any other terms set forth in this Section), Tenant shalltime and from time to time, within ten (10) business days after Business Days following written request from demand by the Landlord, execute and deliver to documents reasonably requested by the Landlord, any Site Landlord or underlying lessor or any Mortgage holdermortgagee, or any certification, instrument holder of a deed of trust or other document required by instrument described in this paragraph, to confirm or effect the subordination. Notwithstanding the foregoing, if Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation not obtain from the holder of any such Mortgage) (sometimes called the “New Owner”)ground lease or underlying lease, then (i) Tenant waives the provisions first mortgage, first deed of any statute trust or rule of law, now other first lien encumbrance or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants indenture a reasonably acceptable non- disturbance and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Ownerattornment agreement, this Lease shall remain in full force not be subject and effect and the New Owner shall not disturb Tenant’s use and possession subordinate to such ground lease or underlying lease, first mortgage, first deed of the Premises. Notwithstanding anything in this Lease trust or other first lien encumbrance or indenture or other Landlord Permitted Lien except to the contraryextent now so provided in any Site Lease. Such non-disturbance and attornment agreement will provide, neither the holder of any Mortgageamong other things, its successors or assigns (whether or not it acquires that anyone succeeding to the interest of the Landlord as a result of the exercise of its rights under this Lease by foreclosureany ground lease or underlying lease, first mortgage, first deed in lieu of foreclosure trust or other proceedings to enforce a Mortgage) first lien encumbrance or any New Owner shall indenture or other Landlord Permitted Lien will not be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (ai) any offsets payment of Basic Rent, Additional Rent or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of other amount payable hereunder for more than one month in advance, or (1) month’s installment of Rent, (cii) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord thereafter without its prior written consent, or (diii) any claim against the application of insurance Landlord arising prior to the date that the successor succeeded to the Landlord's interest (except to the extent such claim relates to a condition or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restorationcircumstance which continues to exist thereafter), or (fiv) restrictions on any claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the use Landlord (except to the extent such claim or offset relates to a condition or circumstance which continues to exist thereafter but then, so long as such party is not an Affiliate of other properties owned Landlord, only as to the time period following such party's succession to the interest of landlord hereunder). Upon request by the successor and without cost to the Landlord for purposes which compete with Tenantor the successor, the Tenant will execute, acknowledge and deliver reasonable documents confirming the attornment.
Appears in 1 contract
Subordination and Attornment. 21.1 This Lease is subject and at Landlord's option will be subordinate to (i) the lien any mortgage, deed of any Mortgage which may trust and related documents now or hereafter encumber placed upon the Building Complex (including all or part of the Projectadvances made thereunder), and to all amendments, renewals, replacements, or restatements thereof (ii) all existing recorded restrictionscollectively, covenants, easements and agreements with respect "Mortgage"). Tenant agrees that no documentation other than this Lease is required to the Projectevidence such subordination; provided, howeverthat Landlord shall provide to Tenant, that so long as this Lease is in full force on or before the Commencement Date, a non-disturbance, subordination and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination attornment agreement (and/or any other terms set forth in this Section), Tenant shall, within ten (10"SNDA") business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such MortgageMortgage ("Mortgagee") (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter then encumbering the Building, in effectsuch Mortgagee's standard SNDA form. Landlord shall also request a SNDA from any Mortgagee hereinafter encumbering the Building, which may give or purport in such future Mortgagee's standard form.
21.2 If any Mortgagee elects to give Tenant any right to terminate or otherwise adversely affect have this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound superior to the New Owner under the termslien of its Mortgage and gives notice to Tenant, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn will be deemed prior to the New Owner as its Landlord, and (iv) so long as such Mortgage whether this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors dated prior or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting date of such Mortgage or the date of recording thereof.
21.3 In confirmation of subordination or superior position, as the case may be, Tenant will execute such documents (including any SNDA) as may be required by Mortgagee and if it fails to do so within 10 days after demand, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to do so.
21.4 Tenant hereby attorns to all successor owners of the Mortgage Building, whether such ownership is acquired by Landlord without its prior written consentsale, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event foreclosure of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restorationMortgage, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Sources: Office Lease (Kroll Inc)
Subordination and Attornment. 30.1 This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease (including the Ground Lease) in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Upon ▇▇▇▇▇▇’s written request, Landlord shall use commercially reasonable efforts to request a subordination and non-disturbance agreement from any future mortgagee or beneficiary under a deed of trust recorded on the ProjectProject (each, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Projecta “Mortgagee”); provided, however, that so long as (a) Landlord shall have no obligation to obtain such subordination and non-disturbance agreement (and Tenant shall have no right or remedy in the event that such Mortgagee refuses to provide such subordination and non-disturbance agreement), and (b) Tenant shall (i) pay all fees and expenses of any kind (including, without limitation, attorneys’ fees) imposed or required by such Mortgagee in connection with such subordination and non-disturbance agreement, and (ii) reimburse Landlord for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of such subordination and non-disturbance agreement.
30.2 Notwithstanding the foregoing, ▇▇▇▇▇▇ shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is in full force and effect and Tenant is not in default beyond tenant as may be reasonably required by Landlord. If any applicable cure period hereunderLender so elects, Thowever, ▇▇▇▇▇▇’s possession leasehold shall be deemed prior to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall not be disturbedexecute a statement in writing to such effect at Landlord’s request. In order If Tenant fails to confirm such subordination (and/or execute any other terms set forth in document required from Tenant under this Section), Tenant shall, Section within ten (10) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of ▇▇▇▇▇▇. Such power is coupled with an interest and is irrevocable. Tenant waives, and shall execute such documents as shall be required to Landlord evidence such waiver, all rights and benefits to any relocation benefit or assistance arising in connection with any Mortgage holdertermination of the Ground Lease for any reason. For the avoidance of doubt, any certification, instrument or other document required by Landlord or such Mortgage holder, in form “Lenders” shall also include historic tax credit investors and content as reasonably required by Landlord or such Mortgage holder. Tnew market tax credit investors.
30.3 Upon written request of ▇▇▇▇▇▇▇▇ acknowledges and opportunity for Tenant to review, ▇▇▇▇▇▇ agrees that its failure to deliver execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part.
30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any sale and recognize such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. 21.1 This Lease is and all rights of Tenant hereunder are subject and subordinate in all respects to (ia) the lien of any Mortgage which may now or hereafter encumber all or part Building Lease to Landlord by Master Landlord, the Amended and Restated Lease of the ProjectLand to Master Landlord by 101 Hudson Street Associates dated December 29, and (ii) all existing recorded restrictions1989, covenantsand, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, Tsubject t▇ ▇▇▇▇▇’s possession ▇▇ ▇▇.4, all future ground leases, operating leases, superior leases, overriding leases and underlying leases of the Premises shall not be disturbed. In order to confirm such subordination Land and the Building or any portion thereof (and/or any other terms collectively, including the applicable items set forth in subdivision (d) of this SectionSection 21.1, the "Superior Lease") whether or not the Superior Lease shall also cover other lands or buildings, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements which may now (Landlord represents to Tenant that there are none on the date hereof) or, subject to Section 21.4, hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 21.1, the "Superior Mortgage"), whether or not the Superior Mortgage shall also cover other lands or buildings or leases, (c) each advance made or to be made under the Superior Mortgage, and (d) all renewals, modifications, replacements, substitutions and extensions of the Superior Lease and the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any instrument, in recordable form, that Landlord, the landlord under any Superior Lease (the "Superior Landlord") or the holder of any Superior Mortgage (the "Superior Mortgagee") may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within thirty (30) days after request therefor, Tenant shall be in default hereunder. Any Superior Mortgagee may elect that this Lease shall have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, in connection with the obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, any bank, insurance company, pension fund or other lending institution shall request reasonable modifications of this Lease as a condition of its granting such financing, Tenant will not unreasonably withhold its consent thereto; provided, that, such modifications do not increase the Base Rent or Additional Rent payable by Tenant hereunder or increase the obligations of Tenant hereunder or adversely affect Tenant's rights hereunder.
21.2 Upon any termination of the Building Lease, by summary proceedings or otherwise, Tenant shall, within ten without further instruments of attornment, attorn to the Master Landlord under the Building Lease so long as Master Landlord shall recognize the rights of Tenant under the terms of this Lease.
21.3 For purposes of this Section 21.3, the term "Successor Landlord" shall mean and include (10i) business days after written request from Landlordany person, execute and deliver including but not limited to any Superior Landlord or any Mortgage holderSuperior Mortgagee, any certificationwho, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure prior to deliver any such statement in a timely manner is a Default under the termination of this Lease. If , acquires or succeeds to the interests interest of Landlord under this Lease shall be transferred by reason of foreclosurethrough summary proceedings, foreclosure action, assignment, deed in lieu of foreclosure or other proceedings for enforcement otherwise, and (ii) the successors and assigns of any Mortgage person referred to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then in clause (i) of this sentence. Upon any Successor Landlord's so acquiring, or so succeeding to, the interest of Landlord under this Lease, Tenant shall, at the election and upon the request of the Successor Landlord, and without further instruments of attornment, fully attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease upon the then executory terms of this Lease so long as such Successor Landlord shall recognize the rights of Tenant under the terms of this Lease. No Successor Landlord shall be bound by any prepayment of rent or additional rent for more than one month in advance of the date of payments specified herein or any amendment or modification of this Lease made without the consent of such Successor Landlord after it becomes a Successor Landlord and Tenant receives notices thereof. Tenant waives the provisions of any statute or rule of law, law now or hereafter in effect, effect which may give or purport to give Tenant any right of election to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and surrender possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event any Superior Lease is terminated. The foregoing provisions of a casualty loss thereto or a taking thereof, (e) this Section shall inure to the commencement or completion benefit of any construction such Successor Landlord, shall be self-operative, and no further instrument shall be required to give effect to said provisions. Upon demand of any such Successor Landlord, Tenant agrees to execute instruments to evidence and confirm the foregoing provisions of this Section reasonably satisfactory to any such Successor Landlord. Nothing contained in this Section 21.3 shall be construed to impair any right otherwise exercisable by any such owner, holder or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantlessee.
Appears in 1 contract
Subordination and Attornment. This 18.1. Notwithstanding anything contained herein to the contrary, Lessor’s ownership interest in the Tax-Exempt Facilities shall be superior to any leasehold mortgage or deed of trust on the Tax-Exempt Facilities (including the Deed of Trust), and such leasehold mortgage or deed of trust shall take subject to same with the intent of the parties being that a foreclosure of such leasehold mortgage or deed of trust shall in no event eliminate Lessor’s ownership interest. In addition, any such leasehold mortgage or deed of trust shall survive the termination of the Facilities Lease (including, without limitation, a rejection of this Facilities Lease in a bankruptcy or other insolvency proceeding) provided that such leasehold mortgagee or deed of trust trustee or beneficiary or any designator successor (the “Successor”) affirmatively assumes all of Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Lessee’s interest or the date of termination of the Facilities Lease, whichever is subject and subordinate to (i) the lien later; provided that enforcement of any Mortgage which may now or hereafter encumber all or part obligations of the ProjectTrustee as Successor shall be limited to the Trustee’s interest in property subject to such leasehold mortgage or deed of trust and to the Trust Estate and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the Tax-Exempt Facilities (in Lessor’s sole discretion), and (ii) all existing recorded restrictions, covenants, easements and agreements with respect the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to Lessor by the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, Successor within ten (10) business days after written request from LandlordLessor. If the Successor fails to expressly assume in writing all of Lessee’s obligations hereunder within the one hundred twenty (120) day period provided above, execute and deliver this Facilities Lease shall automatically terminate without any further rights of redemption.
18.2. As a material condition to Landlord or any Mortgage holderLessee’s execution of this Facilities Lease, any certification, instrument or other document required by Landlord or such Mortgage holder, Lessee shall provide Lessor with an executed Memorandum of Lease in form and content as reasonably required substance acceptable to Lessor (the “Memorandum”) to be executed by Landlord or such Mortgage holderLessee and Lessor and recorded in the real estate records in the county in which the Tax-Exempt Facilities are located at Lessee’s expense within five (5) days following the execution of this Facilities Lease. T▇▇▇▇▇ acknowledges and The Memorandum will contain the following provisions: “Lessee agrees that its failure upon expiration or any proper termination of the Facilities Lease, it will release this Memorandum (and the Facilities Lease) of record, and further agrees that if such written termination or release is not filed of record with thirty (30) days after such expiration or termination, then Lessor is hereby authorized to deliver execute on behalf, and in the name, of Lessee any such statement release and record the same in a timely manner the public records at Lessee’s expense. This power in favor of Lessor is a Default under this Leasecoupled with an interest and is not revocable by Lessee.”
18.3. If Should Lessor sell, convey or transfer its interest in the interests of Landlord under this Lease Tax-Exempt Facilities, then such party shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants substituted herein as Lessor and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant Lessee shall attorn to the New Owner such succeeding party as its LandlordLessor under this Facilities Lease promptly upon any such succession, provided that such succeeding party assumes all of Lessor’s duties and (iv) so obligations under this Facilities Lease and agrees not to disturb Lessee’s leasehold interest hereunder in accordance with this Section 18.3 as long as this Lease is in full force an Event of Default has not occurred and effect and Tenant is not in default continuing beyond any applicable grace or cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenanthereunder.
Appears in 1 contract
Sources: Lease and Development Agreement (Fortress Transportation & Infrastructure Investors LLC)
Subordination and Attornment. 30.1 This Lease is subject and Lease, at Landlord’s option, shall be subordinate to (i) the lien any present or future: mortgage, ground lease or declaration of covenants regarding maintenance and use of any Mortgage which may now or hereafter encumber all or part areas contained in any portion of the ProjectBuilding, and (ii) to any and all existing recorded restrictionsadvances made under any present or future mortgage and to all renewals, covenantsmodifications, easements consolidations, replacements, and agreements with respect to the Projectextensions of any or all of same; provided, however, that Tenant’s quiet possession and all other rights of Tenant under this Lease will not be disturbed so long as no Event of Default has occurred. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession dated earlier or later than the date of said mortgage or the Premises shall not be disturbeddate of recording thereof. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within Within ten (10) business days after written request from Landlordreceipt, Tenant agrees to execute such documents as may be further required to evidence such subordination (provided that such document includes the lender’s or mortgagee’s agreement not to disturb Tenant’s quiet possession and all other rights of Tenant under this Lease so long as an Event of Default has not occurred) or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be. Tenant’s failure to execute and deliver to Landlord such documents within said ten (10) day period shall, at Landlord’s option, constitute an Event of Default Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Lender shall use commercially reasonable efforts to obtain a subordination and non-disturbance agreement from any Mortgage holderlender, any certificationnow or in the future, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure whose lien is superior to deliver any such statement in a timely manner is a Default Tenant’ s interest under this Lease. If ; provided, however, that any such agreement may include commercially reasonable provisions in favor of such lender, including, without limitation, additional time on behalf of the interests lender to cure defaults of the Landlord and provide that (a) neither lender nor any successor-in-interest shall be bound by (i) any payment of the rent, additional rent, or other sum due under this Lease shall for more than 1 month in advance following the Commencement Date, or (ii) any amendment or modification of the Lease made without the express written consent of such lender or its successor-in-interest; (b) neither lender nor any successor-in-interest will be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings liable for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions any act or omission or warranties of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunderprior landlord (including Landlord), (ii) Tenant shall be bound the breach of any warranties or obligations relating to construction of improvements on the New Owner under the termsProject or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn the return of any security deposit, except to the New Owner as its Landlord, extent such deposits have been received by Lender; and (ivc) so long as this Lease is in full force and effect and Tenant is not in default beyond neither lender nor any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the successor-in-interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord).
30.2 Tenant shall, at such time or times as Landlord may request, upon not less than ten (10) days’ prior written request by Landlord, sign and deliver Landlord a certificate stating whether this Lease is in full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether there are any defaults, defenses, claims or offsets of the Tenant under the Lease; and such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord’s interest herein or in the Project, or a holder or prospective holder of any mortgage encumbering the Project. Tenant’s failure to execute and deliver to Landlord such statement within said ten (b10) any prepayment day period shall, at Landlord’s option, constitute an Event of Default and shall conclusively be deemed to be an admission by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification the matters set forth in the request for an estoppel certificate.
30.3 Tenant shall deliver to Landlord prior to the execution of this Lease made subsequent and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the granting same to any proposed purchaser of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds Building or the restoration Project, and to any encumbrancer of all or any portion of the Premises by Building or the Project.
30.4 Tenant acknowledges the Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the event financial condition of a casualty loss thereto or a taking thereofTenant, (e) as reflected in the commencement or completion Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantStatements to Landlord.
Appears in 1 contract
Subordination and Attornment. A. This Lease is subject and subordinate to (i) the lien of any Mortgage which may now or hereafter encumber all or part of the ProjectLease, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, Tat ▇▇▇▇▇’s possession ▇▇▇'s option, shall be subordinate to any mortgage or deed of trust (now or hereafter placed upon the Building Complex, or any portion thereof), including any amendment, modification, or restatement of any of such documents, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements, and extensions thereof. ▇▇▇▇▇▇ agrees that with respect to any of the Premises foregoing documents, no documentation, other than this Lease, shall not be disturbed. required to evidence such subordination.
B. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of the holder's mortgage or deed of trust and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof.
C. In order to confirm confirmation of such subordination (and/or or superior position, as the case may be, ▇▇▇▇▇▇ agrees to execute such documents as may be required by Landlord or its Mortgagee to evidence the subordination of its interest herein to any other terms set forth in of the documents described above, or to evidence that this Section)Lease is prior to the lien of any mortgage or deed of trust, Tenant shallas the case may be, and failing to do so within ten (10) business days after written request from Landlorddemand, execute Tenant does hereby make, constitute, and deliver irrevocably appoint Landlord as ▇▇▇▇▇▇'s attorney-in-fact and in Tenant's name, place and stead, to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holderdo so.
▇. T▇▇▇▇▇▇ acknowledges and hereby agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage attorn to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance all successor owners of the term remainingBuilding Complex, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such ownership is acquired as a result of Landlord under this Lease by foreclosurea sale, through foreclosure of a deed in lieu of foreclosure trust or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultsmortgage, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Subordination and Attornment. 22.1 This Lease is subject and at Landlord's option will be subordinate to (i) the lien any mortgage, deed of any Mortgage which may trust and related documents now or hereafter encumber placed upon the Building Complex (including all advances made thereunder), and to all amendments, renewals, replacements, or part restatements thereof (collectively, "Mortgage").; provided, however that the subordination by Tenant to any such future mortgage, deed of trust or related documents shall be subject to Tenant obtaining a non-disturbance agreement on such lender s standard form agreement, whereby such lender agrees, provided Tenant is not then in default under this Lease, that Tenant's occupancy of the ProjectPremises and rights and privileges under this Lease shall not be disturbed or impaired with in connection with any proceeding to enforce or foreclose any such mortgage, trust indenture or other lien and (ii) all existing recorded restrictions, covenants, easements and agreements with respect if such party succeeds to the Projectinterests of Landlord by reason of such proceedings or conveyance in lieu or other lien and if such party succeeds to the interests of Landlord by reason of such proceedings or conveyance in lieu thereof, Tenant shall attorn hereunder directly to such party; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises such party shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions liable for any act or omission of any statute prior landlord or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound subject to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against any prior landlord (including Landlord, ); or (biii) bound by any prepayment by rental which Tenant of might have paid for more than one (1) month’s installment of Rent, month in advance to any prior landlord; or (civ) bound by any amendment or modification of the Lease made without its consent.
22.2 If any Mortgagee elects to have this Lease made superior to the lien of its Mortgage and gives notice to Tenant, this Lease will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the granting date of such Mortgage or the date of recording thereof.
22.3 In confirmation of subordination or superior position, as the case may be, Tenant will execute such documents as may be required by Mortgagee and if it fails to do so within 10 days after demand, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to do so.
22.4 Tenant hereby attorns to all successor owners of the Mortgage Building, whether such ownership is acquired by sale, foreclosure of a Mortgage, or otherwise.
22.5 After the Lease is fully executed, Landlord without agrees to use its prior written consent, (d) reasonable efforts to obtain a non-disturbance agreement from the application of insurance or condemnation proceeds present mortgagee or the restoration of Real Property and/or the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord Building for purposes which compete with Tenantsuch purposes.
Appears in 1 contract
Sources: Lease Agreement (Digimarc Corp)
Subordination and Attornment. 30.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements Tenant to effectuate such subordination; provided that with respect to the Project; providedany future liens of any mortgage or other lien hereafter granted, however, that so long as this Lease shall not be subject and subordinate to such future mortgage or lien, unless Tenant is in full force provided with a subordination, non-disturbance and effect attornment agreement between such future mortgagee and Tenant in such form as such mortgagee may reasonably request; provided such form is substantially consistent with the provisions of this Section 30.1 in which the mortgagee agrees that such mortgagee shall not disturb Tenant in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s its possession of the Premises shall not be disturbedunder the terms of this Lease upon (i) Tenant’s execution thereof, (ii) attornment to such mortgagee as Landlord, and (iii) performance of its Lease covenants (which conditions Tenant agrees with all mortgagees to perform).
30.2. In order to confirm such subordination (and/or any other terms set forth in this Section)Notwithstanding the foregoing, Tenant shall, within ten (10) business days after written request from Landlord, shall execute and deliver to Landlord or any Mortgage holder, any certification, upon demand such further instrument or other document instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this LeaseLandlord. If the interests of Landlord under any Lender so elects, however, this Lease shall be transferred deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors.
30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by reason a Lender incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed in lieu of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or other proceedings for enforcement of any Mortgage sale attorn to any third party transferee (including without limitation the holder of purchaser upon any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute foreclosure or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants sale and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect recognize such purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Cyclerion Therapeutics, Inc.)
Subordination and Attornment. This 30.1 Subject to the provisions set forth below, this Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building and Common Areas (“Mortgage”) and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2 Notwithstanding the Projectforegoing, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇▇ shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within [***] days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of ▇▇▇▇▇▇. Such power is coupled with an interest and is irrevocable.
30.3 Landlord represents and warrants to Tenant that as of the Execution Date, there is no current mortgagee with respect to the Property. Tenant’s obligation to subordinate and attorn to future Mortgagees is conditioned upon Landlord delivering to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”). If at any time after the date of this Lease Landlord should desire to place a Mortgage on the Building, Land or Project, Landlord agrees that it will use commercially reasonable .efforts to cause the holder of such Mortgage to enter into a SNDA in connection with this Lease whereby such Mortgagee agrees that, so long as no Default shall have occurred and be continuing under this Lease, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be disturbed. In order terminated, modified, affected or disturbed by any action which the Mortgagee may take to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord foreclose or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of terminate any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of and that any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect successor landlord shall recognize this Lease as being in full force and effect.
30.4 In the event any proceedings are brought for foreclosure, or in the obligations event of Tenant hereunderthe exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, (ii) Tenant shall be bound at the election of the purchaser at such foreclosure or sale attorn to the New Owner under the terms, covenants purchaser upon any such foreclosure or sale and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect recognize such purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Sources: Lease (Macrogenics Inc)
Subordination and Attornment. 35.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, ground lease, master lease or other lease in which Landlord is tenant which may now hereafter encumber the Project or the Building (collectively, "Mortgages"), and to all advances made or hereafter encumber all or part to be made [*} Confidential information has been omitted and filed separately with the Commission. upon the security thereof, provided that Tenant receives a non-disturbance agreement from any holder of a Mortgage (a "Mortgagee") in form and substance reasonably satisfactory to Tenant. In the Projectevent that Landlord does not secure a Nondisturbance Agreement from a future Mortgagee, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease shall be deemed senior in priority to such future Mortgage held by such future Mortgagee.
35.2. Notwithstanding Section 35.1, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to any such Mortgage as may be reasonably required by Landlord. However, if any such Mortgagee or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in full force and effect lien to any such lease or mortgage, regardless of date and Tenant is not will execute a statement in default beyond writing to such effect at Landlord's request. If Tenant fails to execute any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination document required from Tenant under this Section within fifteen (and/or any other terms set forth in this Section), Tenant shall, within ten (1015) business days after written request from Landlordtherefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver to Landlord any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable.
35.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any Mortgage holdermade by the Landlord covering the Demised Premises, any certification, instrument Tenant shall at the election of the purchaser at such foreclosure or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure sale attorn to deliver the purchaser upon any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any sale and recognize such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect purchaser as if the New Owner were Landlord under this Lease, (iii) .
35.4. Landlord hereby represents and warrants to Tenant shall attorn to the New Owner that as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any date hereof there is no Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosureground lease, deed in lieu of foreclosure master lease or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by lease in which Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantis tenant.
Appears in 1 contract
Subordination and Attornment. 30.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2. Notwithstanding the Projectforegoing, ▇▇▇▇▇▇ shall execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the Project; providedlien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, that so long as this Lease is shall be deemed prior in full force and effect lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of ▇▇▇▇▇▇. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors.
30.3. Upon written request of ▇▇▇▇▇▇▇▇ and opportunity for Tenant to review, ▇▇▇▇▇▇ agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for foreclosure, or in default beyond the event of the exercise of the power of sale under any applicable cure period hereundermortgage or deed of trust made by Landlord covering the Premises, TTenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.
30.5. Notwithstanding anything to the contrary contained in this Article 30, Tenant shall not be required to subordinate this Lease and the lien hereof to the lien of any ground or underlying leases or to the lien of any mortgages or deeds of trust, in either case hereafter placed on, against or affecting the Building unless the holder of such lease or mortgage or deed of trust shall enter into an agreement with Tenant on such holder’s standard form (with such commercially reasonable changes to which such holder and Tenant may mutually agree) to the effect that in the event of foreclosure of, or similar action taken under, such lease or mortgage or deed of trust, ▇▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm terminated or disturbed by such subordination holder or anyone claiming under such holder so long as Tenant shall not be in default under this Lease (and/or any other terms set forth in this Section“SNDA”), Tenant shallwhich shall be executed, within ten (10) business days after written request from Landlorddelivered and, execute at Tenant’s expense, recorded.
30.6. Landlord represents and deliver to Landlord or any Mortgage holder, any certification, instrument or warrants that there are no Mortgagees other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Tthan ▇▇ ▇▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New OwnerLandlord’s Lender”), then (i) Tenant waives and Landlord agrees to obtain Landlord’s Lender’s standard form of SNDA for execution and delivery contemporaneously with the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants execution and conditions delivery of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force by ▇▇▇▇▇▇▇▇ and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant▇▇▇▇▇▇.
Appears in 1 contract
Sources: Lease (Fractyl Health, Inc.)
Subordination and Attornment. This Lease is subject and lease, at Landlord's option, shall be subordinate to any mortgage, deed of trust (inow or hereafter placed upon the Building Complex), ground lease or declaration of covenants (now or hereafter placed upon the Building Complex) regarding maintenance and use of any areas contained in any portion of the Building Complex, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions hereof. Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this lease, shall be required to evidence such subordination. If any holder of a mortgage or deed of trust shall elect to have this lease superior to the lien of its mortgage or deed of trust and shall give written notice thereof to Tenant, this lease shall be deemed prior to such mortgage or deed of trust whether this lease is dated prior or subsequent to the date of said mortgage, deed of trust or the date of recording thereof. Tenant agrees to execute such documents which may be required to effectuate such subordination or to make this lease junior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber all or part of the Projectbe, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect failing to the Project; provided, however, that do so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlorddemand, execute Tenant does hereby make, constitute and deliver irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holderdo so. T▇▇▇▇▇ acknowledges and agrees that its failure Tenant hereby attorns to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance all successor owners of the term remainingBuilding, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such ownership is acquired as a result of Landlord under this Lease by foreclosuresale, through foreclosure of a deed in lieu of foreclosure trust or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultsmortgage, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Sources: Lease (Gold Resource Corp)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to (i) the lien any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any Mortgage which may now or hereafter encumber all or part of the ProjectReal Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbedforegoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. In order to confirm such subordination (and/or any other terms set forth in this Section)Notwithstanding the foregoing, Tenant shall, within ten (10) business days after written request from Landlord's request, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other a document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Tevid▇▇▇▇▇▇ ▇he subordination of this Lease to a particular Superior Interest. Tenant acknowledges and agrees that its failure to deliver timely execute any such statement in document, where such failure shall continue for five (5) Business Days after written notice thereof from Landlord, may cause Landlord serious financial damage by causing the failure of a timely manner is a Default financing transaction and giving Landlord all of its rights and remedies under this LeaseParagraph 25 below, including its right to damages caused by the loss of such financing. If the interests interest of Landlord under this Lease shall be in the Real Property or the Building is transferred by reason of foreclosure, deed to any person ("Purchaser") pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Mortgage Superior Interest, unless Purchaser shall elect otherwise (pursuant to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”enforcement proceedings or otherwise), then (i) Tenant waives shall immediately and automatically attorn to the provisions of any statute or rule of lawPurchaser, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect and this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same continue in fill force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. This Lease is further subject to that certain Master Declaration of Easements, Covenants, Conditions and Restrictions For Hills Plaza Subdivision (the "Master Declaration"), dated February 21, 1991, recorded on February 28, 1991, in Reel No. F322, image No. 0357, in the Official Records of the City and County of San Francisco, California. Notwithstanding the foregoing, if a Superior interest is created following the New Owner were Landlord under execution of this Lease, (iii) Landlord's delivery to Tenant of a non-disturbance agreement with re▇▇▇▇▇ ▇▇ereto as described in Paragraph 21.b. below and otherwise in such holder's reasonable form shall attorn be a condition to the New Owner as its Landlord, and (iv) so long as subordination of this Lease is thereto. Landlord shall pay any fees or charges required by such holder in full force and effect and order to obtain such non-disturbance agreement.
b. Landlord will endeavor to cause the holders of any Superior Interests in place as of the date of this Lease ("Existing Holders") to execute a written "non-disturbance agreement" on Tenant's behalf in such holder's reasonable form providing that, if Tenant is not in default under this Lease beyond any applicable cure period hereunder at the time of transfer to New Ownergrace period, that such party will recognize this Lease shall remain in full force and effect Tenant's rights hereunder and the New Owner shall will not disturb Tenant’s use 's pos▇▇▇▇▇▇n hereunder, and possession if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof The failure of any such holder of a Superior Interest to execute and deliver such a non-disturbance agreement shall not constitute a default hereunder by Landlord. Landlord shall pay any fees or charges required by such holder in order to obtain such non-disturbance agreement. If Landlord shall not deliver to Tenant a non-disturbance agreement as described above in this Paragraph 21 .b. from the Existing Holders within fifteen (15) Business Days after the data of this Lease, Tenant shall have the right to terminate this Lease. Such termination right shall be exercised by Tenant, if at all, by Tenant's notice thereof given to Landlord no later than five (5) B▇▇▇▇▇▇s Days after the expiration of the Premises. Notwithstanding anything in this Lease aforesaid fifteen (15) Business Days period, and Tenant's failure to the contrary, neither the holder of any Mortgage, its successors or assigns exercise such termination right within s▇▇▇ ▇▇ve (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings 5) Business Day period shall serve to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantforever extinguish such termination right.
Appears in 1 contract
Sources: Office Lease (Sharper Image Corp)
Subordination and Attornment. 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future: mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is subject and subordinate dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant hereby attorns to (i) all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Tenant agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be and by failing to do so within five (5) days after written demand, such failure shall constitute an Event of Default. This power of attorney is coupled with an interest. Tenant hereby attorns to all or part successor owners of the ProjectBuilding, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. At Landlord’s option, in its sole discretion, Tenant’s failure to execute and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm deliver such subordination (and/or any other terms set forth in this Section), Tenant shall, documents within ten (10) business days after written of Landlord’s request shall constitute an Event of Default. Landlord shall use commercially reasonable efforts to obtain from Landlordany mortgagee and/or ground lessor (each, execute a “Holder”) (including any current or future Holder) whose position is senior to this Lease a non-disturbance agreement in form reasonably acceptable to Tenant. The documents described herein may include commercially reasonable provisions in favor of such Holder, including, without limitation, additional time on behalf of such Holder to cure defaults of the Landlord and deliver to Landlord or provide that (a) neither Holder nor any Mortgage holdersuccessor-in-interest shall be bound by (i) any payment of the rent, any certificationadditional rent, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord sum due under this Lease shall for more than one (1) month in advance or (ii) any amendment or modification of the Lease made without the express written consent of Holder or any successor-in-interest; (b) neither Holder nor any successor-in-interest will be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings liable for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions any act or omission or warranties of any statute prior landlord (including Landlord), or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound the breach of any warranties or obligations relating to construction of improvements on the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, Project or any tenant finish work performed or to have been performed by any prior landlord (including any extensions Landlord); or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn the return of any security deposit, except to the New Owner as its Landlord, extent such deposits have been received by Lender; and (ivc) so long as this Lease is in full force and effect and Tenant is not in default beyond neither Holder nor any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the successor-in-interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord).
30.2 Tenant shall, at such time or times as Landlord may request, upon not less than ten (10) days’ prior written request by Landlord, sign and deliver Landlord a certificate stating whether this Lease is in full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether there are any defaults, defenses, claims or offsets of the Tenant under the Lease; and such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord’s interest herein or in the Project, or a holder or prospective holder of any mortgage encumbering the Project. Without limitation on the generality of the foregoing, such estoppel certificate may be in the form of Exhibit E attached hereto. Tenant’s failure to execute and deliver to Landlord such statement within said ten (b10) any prepayment day period shall, at Landlord’s option, constitute an Event of Default and shall conclusively be deemed to be an admission by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification the matters set forth in the request for an estoppel certificate.
30.3 Tenant shall deliver to Landlord prior to the execution of this Lease made subsequent and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant and shall be certified as being true and correct by Tenant’s chief financial officer. Landlord shall have the right to deliver the granting same to any proposed purchaser of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds Building or the restoration Project, and to any encumbrancer of all or any portion of the Premises by Building or the Project.
30.4 Tenant acknowledges the Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the event financial condition of a casualty loss thereto or a taking thereofTenant, (e) as reflected in the commencement or completion Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantStatements to Landlord.
Appears in 1 contract
Subordination and Attornment. This Section 22.01 Provided that Landlord obtains from any future Superior Mortgagee and/or Superior Lessor an agreement to the effect that, so long as no event of default shall at the time have occurred and be continuing hereunder after applicable notice and cure periods, (a) Tenant and its permitted subtenants and assigns shall not be made a party to any proceeding to foreclose the Superior Mortgage or to terminate the Superior Lease; (b) that Tenant's possession of the Premises under the terms of this Lease, shall not be terminated or disturbed as a result of the foreclosure of any Superior Mortgage or termination of any Superior Lease; and (c) that such Superior Mortgagee or Superior Lessor, as the case may be, will recognize Tenant as the direct tenant of such Superior Mortgagee or Superior Lessor on all of the terms and conditions of this Lease is subject to the provisions hereinafter set forth; together with such other terms as are customarily contained in the Superior Mortgagee's or Superior Lessee's form of subordination, non-disturbance and attornment agreement (the "Subordination Agreement"), then this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to (i) all present and future ground leases, operating leases, superior leases, overriding leases and underlying leases and grants of term of the lien Land and the Building or any portion thereof (collectively, including the applicable items set forth in subdivision (iv) of any Mortgage this Section 22.01, the "Superior Lease"), (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter encumber all affect the Land, the Building or part the Superior Lease (collectively, including the applicable items set forth in subdivisions (iii) and (iv) of this Section 22.01, the Project"Superior Mortgage") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage, (iii) each advance made or to be made under the Superior Mortgage, and (iiiv) all existing recorded restrictionsrenewals. modifications, covenantsreplacements, easements supplements, substitutions and agreements extensions of the Superior Lease and the Superior Mortgage and all spreader and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required, provided Tenant receives the Subordination Agreement. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge or deliver any such instrument within fifteen (15) days after the request therefor, Tenant shall be in default of this Lease. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, in connection with the obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, a savings or commercial bank or trust company, insurance company, savings and loan association, a welfare, pension or retirement fund or system or any other lender shall be or be willing to become the Superior Mortgagee and shall request reasonable modifications of this Lease as a condition of such financing (whether in the Subordination Agreement or otherwise), Tenant will not unreasonably withhold or delay its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or adversely affect Tenant's leasehold interest or otherwise diminish the rights of Tenant hereunder in any material respect. Landlord represents that, as of the date of this Lease, (A) there are no Superior Mortgages encumbering the Premises except the Superior Mortgage held by Whitehall Street Real Estate Limited Partnership XI, and (B) there are no Superior Leases encumbering the Premises.
Section 22.02 Landlord hereby notifies Tenant that this Lease may not be canceled or surrendered, or modified or amended so as to reduce the rent, shorten the Term or adversely effect in any other respect to any material extent the Projectrights of Landlord hereunder and that Landlord may not accept prepayments of any installments of rent except for prepayments in the nature of security for the performance of Tenant's obligations hereunder, without the consent of the Superior Lessor and the Superior Mortgagee
Section 22.03 If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, of the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn, from time to time, to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then executory terms of this Lease; providedprovided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provision of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, that so long as upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section reasonably satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon such attornment this Lease is shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant is upon all of the then executory terms of this Lease except that such Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease; (b) subject to any counterclaim, defense or offset, not expressly provided for in default this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (c) obligated to perform any work; (d) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (e) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (f) obligated to repair the Premises or the Building or any applicable cure period hereunderpart thereof, T▇▇▇▇▇’s possession in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee.
Section 22.04 If any act or omission by Landlord would give Tenant the right, immediately or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (a) it has given written notice of such act or omission to each Superior Mortgagee and each Superior Lessor, whose name and address shall have previously been furnished to Tenant, by delivering notice of such act or omission addressed to such party at its last address so furnished and (b) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the time when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage or Superior Lease, as the case may be, to remedy the same (which shall in no event be disturbed. In less than the period to which Landlord would be entitled under this Lease to effect such remedy) provided such Superior Mortgagee or Superior Lessor shall, with reasonable diligence, give Tenant notice of intention to, and commence and continue to, remedy such act or omission or to cause the same to be remedied.
(a) This Lease and Tenant's rights hereunder are, and shall at all times be, superior to any condominium declaration, by-laws and other instruments (collectively, the "Declaration") that may be recorded in order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver subject the Building to Landlord a condominium form of ownership pursuant to Article 9-B of the New York Real Property law or any Mortgage holder, any certification, instrument or other document required by successor statute. Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure neither the Declaration nor any provision thereof shall be effective to deliver limit or otherwise adversely affect Tenant's rights under this Lease, or to increase any such statement in a timely manner is a Default of Tenant's obligations under this Lease. If Notwithstanding the interests of foregoing, Landlord under may amend the Declaration without Tenant's consent, provided that such Declaration (as amended) (a) remains subject and subordinate to this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee and (including without limitation the holder of any such Mortgageb) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or does not otherwise adversely affect this Lease Tenant's rights or the increase Tenant's obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, .
(b) any prepayment by Tenant In the event the Building is converted to a condominium form of more than one (1) month’s installment ownership, Landlord hereby agrees and covenants that, at all times during the Term, there shall be a single holder of Rent, (c) any amendment or modification of this Lease made subsequent fee title to the granting unit of the Mortgage by Landlord without its prior written consent, (d) the application condominium of insurance or condemnation proceeds or the restoration of which the Premises by Landlord in the event of form a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantpart.
Appears in 1 contract
Subordination and Attornment. If Landlord desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Tenant shall deliver to any potential lender or purchaser designated by Landlord such financial statements of Tenant as may be reasonably required by such lender or purchaser, including but not limited to Tenant's financial statements for the past three (3) years. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. This Lease is subject and Lease, at Landlord's option, shall be subordinate to any existing or future mortgage, deed of trust, ground lease or declaration of covenants (iregarding maintenance and use of any areas contained in any portion of the Building) and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such subordination. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of any Mortgage which may now its mortgage or hereafter encumber all deed of trust and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or part deed of the Projecttrust, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as whether this Lease is in full force and effect and dated prior or subsequent to the date of said mortgage or deed of trust or to the date of recording thereof. Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not agrees to execute such documents which may be disturbed. In order required by Landlord to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, or priority within ten (10) business days after written request of notice from LandlordLandlord (including, execute but not limited to, a Subordination, Non-Disturbance and deliver Attornment Agreement), and should Tenant fail to do so within such time period, Tenant does hereby make, constitute and irrevocably appoint Landlord or as Tenant's attorney-in-fact and in Tenant's name, place and stead, to do so. Tenant hereby agrees to attorn to any Mortgage holder, any certification, instrument or other document required lender designated by Landlord and to all successor owners of the Building, whether or not such Mortgage holderownership is acquired as a result of a sale through foreclosure of a deed of trust or mortgage, or otherwise. Notwithstanding anything to the contrary contained in form and content this Article, so long as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that Tenant fulfills all its failure to deliver any such statement in a timely manner is a Default obligations under this Lease. If , Tenant's possession of the interests of Landlord premises and Tenant's other rights under this Lease shall not be transferred disturbed or impaired by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions a mortgage or a deed of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaultstrust, or bound by (a) any offsets person claiming through or defenses which Tenant might have against under Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. This Landlord shall have the right to subordinate this Lease to any existing future ground Lease, deed of trust or mortgage encumbering the Demised Premises (a "mortgage") and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Land▇▇▇▇'▇ ▇ight to obtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and subordinate Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tena▇▇'▇ ▇ight to (i) the lien of any Mortgage which may now or hereafter encumber all or part peaceable possession of the ProjectDemised Premises during the Lease Term shall not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is not otherwise in default, in which case Tenant shall attorn to the transferee of or successor to Land▇▇▇▇'▇ ▇nterest in the Demised Premises and recognize the transferee or successor as Landlord under this Lease, and (ii) further providing that such lessor, beneficiary or mortgagee shall at all existing recorded restrictionstimes recognize Tena▇▇'▇ ▇ights under this Lease, covenants, easements including making insurance and agreements with respect condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Project; provided, however, that Demised Premises after a casualty or condemnation so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required terminated by Landlord or such Mortgage holder, Tenant as provided in form and content as reasonably required by Landlord Articles 8 or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease9 hereof. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the interests lien of Landlord under its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease shall be transferred by reason of foreclosuredeemed superior to the ground lease, deed in lieu of foreclosure trust or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as mortgage whether this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors dated prior or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting date of the Mortgage by Landlord without its prior written consentground lease, (d) the application deed of insurance trust or condemnation proceeds mortgage or the restoration date of the Premises by Landlord in the event of a casualty loss thereto or a taking recording thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. 30.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2. Notwithstanding the Projectforegoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, it shall be a default hereunder, subject to applicable notice and cure periods. Landlord shall request a subordination and non-disturbance agreement from (a) its current Lender within thirty (30) days after the Term Commencement Date, and (iib) all existing recorded restrictionsany future Lender, covenants, easements and agreements with respect to the Projecteach on such Lenders’ standard form; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure such Lenders have no contractual or other obligation to deliver such subordination and non-disturbance agreement.
30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any sale and recognize such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises.
30.5. Notwithstanding anything to the contrary contained in this Lease to Lease, the contrary, neither the holder execution of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings Landlord is not subject to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease approval by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantLender.
Appears in 1 contract
Sources: Lease (Omega Therapeutics, Inc.)
Subordination and Attornment. This 18.1 At Landlord’s option, this Lease is subject and shall be subordinate to (i) any present or future mortgage or deed of trust encumbering the Building, including any amendment, modification, or restatement, and to any and all advances made under any such mortgage or deed of trust. Tenant agrees that with respect to any of the foregoing, no documentation, other than this Lease, shall be required to evidence such subordination.
18.2 If any holder of such mortgage or deed of trust shall elect to have this Lease superior to the lien of any Mortgage which may now the holder’s mortgage or hereafter encumber all or part deed of the Projecttrust, and (ii) all existing recorded restrictionsshall give written notice to Tenant, covenantsthis Lease shall be deemed prior to such mortgage or deed of trust, easements and agreements with respect to the Project; provided, however, that so long as whether this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunderdated prior or subsequent to the date of such mortgage or deed of trust, T▇▇▇▇▇’s possession or its recording date.
18.3 In confirmation of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section)or superior position, as the case may be, Tenant shall, within ten (10) 10 business days after Tenant’s receipt of Landlord’s written request from Landlorddemand, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document such commercially reasonable documents as may be required by Landlord or such Mortgage holderits mortgagee to evidence the subordination of its interest herein to any of the documents described above, in form and content as reasonably required by Landlord or such Mortgage holderto make this Lease prior to the lien of any mortgage or deed of trust. T▇▇▇▇▇ acknowledges and agrees In the event that its failure Tenant fails to deliver any such statement document(s) within said 10-business day period, Landlord may deliver to Tenant a notice of such failure and if Tenant then fails to return such document(s) in a timely manner is a Default under this Lease. If the interests five days after receipt of Landlord under this Lease such additional notice from Landlord, then such failure shall be transferred by reason an Event of foreclosure, deed in lieu of foreclosure or other proceedings Default for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant there shall be bound no cure or grace period.
18.4 Tenant agrees to the New Owner under the terms, covenants and conditions of this Lease for the balance attorn to all successor owners of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (Building whether or not it acquires the interest such ownership is acquired as a result of Landlord under this Lease by a sale, foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantotherwise.
Appears in 1 contract
Sources: Lease Agreement (Smart Move, Inc.)
Subordination and Attornment. This Lease is subject and subordinate to (i) the lien any mortgage or deed of any Mortgage which may trust now or hereafter encumber all placed in the Building and to any renewal, modification, consolidation, replacement or part extension of such mortgage or deed of trust and the Projectaddition of any other mortgage or deed of trust granted after the date of execution of this Lease. This clause shall be self-operative, and no further instrument of subordination shall be required. Within five (ii5) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from by Landlord, Tenant shall execute and deliver any documents which may be desirable to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under conform the subordination of this Lease. If Landlord is hereby irrevocably appointed agent and attorney-in-fact of Tenant to execute all such subordination instruments in the interests event Tenant fails to execute said instruments within fifteen (15) days after notice from Landlord demanding the execution thereof. Landlord shall request a non-disturbance agreement from the lender, although Landlord makes no representation or guaranty that such non-disturbance agreement can be obtained. Tenant agrees that in the event of a sale, transfer, or assignment of the Landlord's interest in the Building or any part thereof, including the Premises, to attorn to and to recognize such sale, transfer or assignment and such purchaser, transferee, assignee or mortgagee as Landlord under the Lease. Upon such an attornment by Tenant, the successor in interest of the Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage subject to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect tenant's rights under this Lease or the obligations of Tenant hereunder, (ii) Tenant and Tenant's rights hereunder shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and continue undisturbed while Tenant is not in default beyond any applicable cure period hereunder at hereunder. Each party agrees to execute a separate agreement confirming the time provisions of transfer this paragraph upon written request but the failure to New Owner, this Lease shall remain in full force and effect and the New Owner do so shall not disturb Tenant’s use and possession of affect the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification provisions of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in o paragraph. In the event of any sale or transfer of the Building by Landlord, which includes a casualty loss thereto or a taking thereoftransfer of the Security Deposit, (e) the commencement or completion Landlord shall be relieved of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantall liability hereunder.
Appears in 1 contract
Subordination and Attornment. This Lease lease is subject and subordinate to (i) all ground or underlying leases, mortgages and deeds of trust which now affect the lien of Building or any Mortgage which may now or hereafter encumber all or part of the ProjectBuilding and to all renewals, modifications, consolidations, replacements and (ii) all existing recorded restrictionsextensions thereof. This lease may, covenantsat the option of Landlord, easements and agreements with respect be subordinate to any ground or underlying leases, mortgages, deeds of trust or other lien which may hereafter affect the Project; provided, however, that so long as this Lease is in full force and effect Building or any part thereof and Tenant is will execute and deliver upon the demand of Landlord from time to time any and all instruments desired by Landlord, subordinating in the manner requested by Landlord, this lease to such lease, mortgage, deed of trust or other lien, provided such lease, mortgage, deed or trust or lien provides that in the event of the termination of such lease or foreclosure of such mortgage, deed of trust or lien, any successor to any interest of Landlord in the Building will not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s disturb Tenant's possession of the Premises premises if Tenant attorns to Illegible ---------- Initials -19- such successor as Landlord and otherwise performs its obligations under this lease. Tenant agrees that Tenant shall not be disturbedattorn to any Landlord under any ground lease affecting the Building in the event of the termination or cancellation of such ground lease or to any purchaser upon foreclosure or sale pursuant to any lien. In order to confirm the event of termination of such subordination (and/or any ground lease or foreclosure of such mortgage, deed of trust or other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holderlien, any certification, instrument successor to any interest of Landlord in the Building shall have no liability to repay to Tenant any security deposit paid to any prior Landlord. Landlord may from time to time grant or other document required by Landlord declare such restrictions or such Mortgage holder, in form and content covenants as may be reasonably required by Landlord relating to all or such Mortgage holder. T▇▇▇▇▇ acknowledges any portion of the Building and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport all such documents shall be senior to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) lease and Tenant shall be bound to the New Owner under the terms, covenants and conditions sign any of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest such documents upon request of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on provided such documents do not unreasonably interfere with the use of other properties owned the premises by Landlord for purposes which compete with TenantTenant as permitted by this lease.
Appears in 1 contract
Sources: Lease Agreement (Medicode Inc)
Subordination and Attornment. 22.1. This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust or lease in which may Landlord is tenant, now or hereafter encumber in force against the Demised Premises, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of the Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect Tenant to the Projecteffectuate such subordination; provided, however, that so long as this Lease is in full force Tenant shall execute and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shalldeliver, within ten (10) business days after written request from Landlordtherefor, execute and deliver to Landlord or any Mortgage holder, any certification, such further instrument or other document required by instruments evidencing such subordination of this Lease to the lien of any such mortgages, deeds of trust or leases in which Landlord or such Mortgage holder, in form and content is tenant as may be reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees for that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosurepurposes; provided, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation further, that the holder of any such Mortgagemortgage, deed of trust or lease delivers to Tenant a non-disturbance agreement in a form reasonably similar to the form of Subordination, Nondisturbance and Attornment Agreement which is attached to this Lease as Exhibit “F,” providing that so long as Tenant performs all of its obligations under the Lease, Tenant’s quiet enjoyment and use of the Demised Premises shall not be disturbed.
22.2. If any mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage or deed of trust upon or including the Demised Premises, regardless of date, and Tenant shall execute a statement in writing to such effect within ten (10) (sometimes called the “New Owner”)days after receipt of Landlord’s request therefor.
22.3. Subject to Section 22.1, then (i) above, Tenant waives the provisions agrees to attorn to any successor in interest to Landlord whether by purchase, foreclosure, sale in lieu of foreclosure, power of sale, termination of any statute lease of land only or rule land and buildings in a sale-leaseback transaction or otherwise, if so requested or required by such successor in interest, and Tenant agrees, within ten (10) days after receipt of lawdemand therefor, to execute such agreement or agreements in confirmation of such attornment. If any person shall succeed to all or part of Landlord’s interest in the Demised Premises upon the exercise of any remedy provided for in any mortgage of the Demised Premises now or hereafter in effect, recorded to which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunderis prior, (ii) Tenant shall be bound to the New Owner under the terms, covenants attorn and conditions of recognize such person as Tenant’s landlord as above provided and this Lease for the balance of the term remaining, including any extensions or renewals, shall continue in full force and effect as a direct Lease between such person and Tenant as fully and with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force had originally been entered into by such person and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New OwnerTenant, this Lease shall remain in full force and effect and the New Owner except that such person shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any actact or omission of Landlord prior to such person’s succession to title, omission and/or breach of the Lease by Landlord other than continuing defaultsnor be subject to any offset, defense or counterclaim occurring prior to such person’s succession to title, nor be bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or material modification of this Lease made subsequent or any waiver, compromise, release or discharge of any obligation of Tenant hereunder unless such modification, waiver, compromise, release or discharge shall have been specifically consented to in writing by the granting mortgagee under said mortgage; provided that nothing in this Section 22.3 shall be deemed to alter or diminish such successor’s liability and responsibilities under this Lease.
22.4. If Landlord obtains a loan commitment from a lender for the financing or refinancing of the Mortgage by Demised Premises, and said loan commitment requires some amendment(s) to this Lease, then Tenant shall cooperate with Landlord without its prior written consentin executing said amendment(s), (dso long as the amendment(s) the application of insurance or condemnation proceeds or the restoration do not adversely affect any of the Premises by Landlord in the event material rights, obligations or privileges of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantTenant under this Lease.
Appears in 1 contract
Sources: Build to Suit Lease (Intuit Inc)
Subordination and Attornment. 22.1 This Lease is subject and will be subordinate to any mortgage, deed of trust and related documents now or hereafter placed upon the Building Complex (i) including all advances made thereunder), and to all amendments, renewals, replacements, or restatements thereof (collectively, "Mortgage"), unless Landlord or Mortgagee advises Tenant that it will not be subordinate. ▇▇▇▇▇▇ agrees that no documentation other than this Lease is required to evidence such subordination.
22.2 If any Mortgagee elects to have this Lease superior to the lien of any its Mortgage which and gives notice to Tenant, this Lease will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of such Mortgage or the date of recording thereof.
22.3 In confirmation of subordination or superior position, as the case may now or hereafter encumber be, ▇▇▇▇▇▇ will execute such documents as may be required by Mortgagee and, if it fails to do so within 10 days after demand, Tenant hereby irrevocably appoints Landlord as ▇▇▇▇▇▇'s attorney-in-fact in Tenant's name, place, and stead to do so.
22.4 Tenant hereby attorns to all or part successor owners of the ProjectBuilding, and (ii) all existing recorded restrictionswhether such ownership is acquired by sale, covenantsforeclosure of a Mortgage, easements and agreements with respect or otherwise.
22.5 If it becomes necessary to foreclose the Project; providedMortgage, however, that Mortgagee shall neither terminate the Lease nor join Tenant in summary or foreclosure proceedings so long as this Lease is in full force and effect and Tenant is not in default beyond under any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section)terms, Tenant shallcovenants, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this conditions of the Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage Mortgagee succeeds to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosurethe Lease, deed in lieu of foreclosure or other proceedings to enforce a MortgageMortgagee shall not be: (a) or any New Owner shall be liable for any act, act or omission and/or breach of any prior landlord (including Landlord); (b) liable for the Lease return of any security deposit unless such deposit has been delivered to the Mortgagee by Landlord other than continuing defaults, or bound by is in an escrow fund available to Mortgagee; (ac) subject to any offsets or defenses which that Tenant might have against any prior landlord (including Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, ); (d) bound by any Rent or additional Rent that Tenant might have paid for more than the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, current month to any prior landlord (including Landlord); (e) personally liable under the commencement or completion of any construction or restorationLease, Mortgagee's liability thereunder being limited to its interest in the Real Property; or (f) restrictions on the use bound by any notice of other properties owned termination given by Landlord for purposes to Tenant without Mortgagee's prior written consent thereto.
22.6 Tenant acknowledges that a current Mortgagee requires that Rent payable to Landlord under this Lease be paid directly by Tenant to Mortgagee upon a default by Landlord under the Mortgage. After receipt of notice from Mortgagee to Tenant, at the address set forth above (or at such other address of which compete with TenantMortgagee has been notified in writing), Tenant shall pay to Mortgagee all monies due or to become due to Landlord under the Lease. Tenant shall have no responsibility to ascertain whether such demand by Mortgagee is permitted under the Mortgage, or to inquire into the existence of a default. Landlord hereby waives any right, claim, or demand it may now or hereafter have against Tenant by reason of such payment to Mortgagee, and any such payment shall discharge the obligations of Tenant to make such payment to Landlord.
Appears in 1 contract
Subordination and Attornment. 30.1 This Lease is shall be subject and subordinate to (i) the lien of any Mortgage mortgage, deed of trust, or lease in which may Landlord is tenant now or hereafter encumber in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2 Notwithstanding the Projectforegoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, then upon request of Landlord, Tenant shall pay a fee of $500.00 per day until Tenant has executed such document. Such power is coupled with an interest and is irrevocable. Landlord shall request a SNDA from (a) its current Lender within thirty (30) days after the Term Commencement Date, and (iib) all existing recorded restrictionsany future Lender, covenants, easements and agreements with respect to the Projecteach on Lenders’ standard form; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord, execute and deliver to Landlord or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure such Lenders have no contractual or other obligation to deliver any delivery such statement in a timely manner is a Default under this Leasesubordination and non-distrubance agreement. If For the interests avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors.
30.3 Upon written request of Landlord under this and opportunity for Tenant to review, Tenant agrees to execute any reasonable Lease shall be transferred by reason amendments not materially altering the terms of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the materially increasing any obligations of Tenant hereunder, (ii) if required by a Lender incident to the financing of the real property of which the Premises constitute a part.
30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall be bound at the election of the purchaser at such foreclosure or sale attorn to the New Owner under the terms, covenants purchaser upon any such foreclosure or sale and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect recognize such purchaser as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn subject to and in accordance with the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder provisions of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed SNDA then in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenanteffect.
Appears in 1 contract
Sources: Lease (Pyxis Oncology, Inc.)
Subordination and Attornment. 30.1 This Lease is Lease, and all rights of Tenant hereunder, are, and shall continue to be, subject and subordinate in all respects to: (a) all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing; (b) all mortgages that may now or hereafter affect the Land, the Building and/or any of such leases, whether or not such mortgages shall also cover other land and/or buildings; (c) each and every advance made or hereafter to be made under such mortgages; (id) all renewals, modifications, replacements and extensions of such leases and such mortgages; and (e) all spreaders and consolidations of such mortgages. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article are herein sometimes called “superior leases,” the mortgages to which this lease is, at the time referred to, subject and subordinate are herein sometimes called “superior mortgages,” the lessor of a superior lease or its successor in interest at the time referred to is sometimes herein called a “lessor” and the mortgagee under a superior mortgage or its successor in interest at the time referred to is sometimes herein called a “mortgagee.” Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such reasonable documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber be, and Tenant’s failure to do so within ten (10) days after written demand shall, if Landlord so elects, constitute an Event of Default. Tenant hereby attorns to all or part successor owners of the ProjectBuilding, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 If the lessor of a superior lease or the mortgagee of a superior mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then, at the request of such party so succeeding to Landlord’s rights (hereinafter sometimes called a “successor landlord”), and (ii) all existing recorded restrictionsupon such successor landlord’s written agreement to accept Tenant’s attornment, covenantsTenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease, easements and agreements with respect shall promptly execute and deliver any instrument such successor landlord may reasonably request to the Project; provided, however, that so long as evidence such attornment. Upon such attornment this Lease is shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession upon all of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms terms, conditions and covenants as are set forth in this Section)Lease and shall be applicable after such attornment, except such successor landlord shall not be (a) liable in any way to Tenant shallfor any act or omission, within ten (10) business days after written request from Landlord, execute and deliver to Landlord neglect or any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If default on the interests part of Landlord under this Lease unless it is of a continuing nature and continues after successor landlord is given written notice thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless such money has been delivered to and received by the successor landlord, (c) subject to any defenses, counterclaims, abatements or offsets that theretofore accrued to Tenant against Landlord except to the extent the basis of such counterclaim, abatement or offset is of a continuing nature and continues after successor landlord is given written thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (d) bound by any amendments, terminations or modifications of this Lease subsequent to such superior lease or superior mortgage, or by any previous prepayment of fixed rent for more than one (1) month (excluding the rent abatement provided for in this Lease), which was not approved in writing by the mortgagee of such superior mortgage or lessor of the superior lease, as applicable, (e) liable to the Tenant beyond the successor landlord’s interest in the Project, (f) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the Premises or any part thereof.
30.3 This Lease may not be modified or amended so as to reduce the Base Rent and/or Additional Rent, shorten the Term, or otherwise materially affect the rights of Landlord hereunder, or be canceled or surrendered, without the prior written consent in each instance of the ground lessors and of any superior mortgagees whose mortgages shall require such consent. Any such modification, agreement, cancellation or surrender made without such prior written consent shall be transferred null and void.
30.4 Tenant agrees if this Lease expires or is terminated or canceled for any reason or by any means whatsoever by reason of foreclosurea default under a ground lease or mortgage, deed in lieu of foreclosure and the ground lessor or other proceedings for enforcement of any Mortgage mortgagee so elects by written notice to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”)Tenant, then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall automatically be bound to the New Owner under the terms, covenants and conditions of this Lease reinstated for the balance of the term remainingthat would have remained but for such termination, including any extensions expiration or renewalscancellation, at the same rental, and upon the same agreements, covenants, conditions, restrictions and provisions herein contained, with the same force and effect as if no such termination, expiration or cancellation had taken place. Tenant covenants to execute and deliver any instrument required to confirm the New Owner were validity of the foregoing.
30.5 Tenant shall, at such time or times as Landlord may request, upon not less than fifteen (15) days’ prior written request by Landlord, sign and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.6 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. Landlord agrees not to request copies of financial statements more often than once in every twelve-month period, unless required in connection with a proposed sale or financing. Notwithstanding the foregoing, if (i) Tenant is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements pursuant to this Section 30.6.
30.7 Tenant acknowledges that Landlord is relying on the Statements previously delivered by Tenant to Landlord in its determination to enter into this Lease, (iii) and Tenant shall attorn represents to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner which representation shall be liable for any act, omission and/or breach of deemed made on the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification date of this Lease made subsequent and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to the granting Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the Mortgage by Landlord without its prior written consent, (d) the application date of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion submission of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with TenantStatements to Landlord.
Appears in 1 contract
Sources: Lease Agreement (Veritone, Inc.)
Subordination and Attornment. This Lease, and the rights of Tenant hereunder, at Landlord's option, shall be subordinate to any mortgage, deed of trust (now or hereafter placed upon the Building), ground lease or declaration of covenants, regarding maintenance and use of any areas contained in any portion of the Building (now or hereafter placed upon the Building), advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such subordination. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of its mortgage or deed of trust, and shall have given written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed or trust, whether this Lease is subject and subordinate dated prior to (i) or subsequent to the date of said mortgage, deed of trust or the date of recording thereof. Tenant agrees to execute such documents which may be required to effectuate such subordination or make this Lease prior to the lien of any Mortgage which mortgage or deed of trust, as the case may now or hereafter encumber all or part of the Projectbe, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect failing to the Project; provided, however, that do so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlorddemand, execute Tenant does hereby make, constitute and deliver irrevocably appoint Landlord as Tenant's attorney-in-fact to Landlord act in Tenant's name, place and stead. Should any mortgage or any Mortgage holderdeed of trust affecting the Building, any certificationthe Property or both be foreclosed, instrument then: (1) the liability of the mortgagee, beneficiary or other document required by Landlord purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building and/or Property and such Mortgage holder, in form liability shall not continue or survive after further transfer of ownership; and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii2) Tenant shall be bound deemed to have attorned, as Tenant under this Lease, to the New Owner under the termspurchaser at any foreclosure sale thereunder, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same shall continue in force and effect as if a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this section 23, "Mortgagee" and "beneficiary" shall include successors and assignees of any such party, whether immediate or remote, the New Owner were Landlord under this Leasepurchaser of any mortgage or deed of trust, (iii) Tenant shall attorn to the New Owner as its Landlordwhether at foreclosure or otherwise, and (iv) so long as this Lease is in full force the successors, assignees and effect mortgagees and Tenant is not in default beyond any applicable cure period hereunder at the time beneficiaries of transfer to New Ownersuch purchaser, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors whether immediate or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenantremote.
Appears in 1 contract
Sources: Business Lease (PSC Inc)
Subordination and Attornment. This Lease is and Tenant’s rights under this Lease are subject and subordinate to any mortgage, deed of trust, ground lease, or underlying lease (i) the lien of any Mortgage which may and to all renewals, modifications, consolidations, replacements, or extensions thereof), now or hereafter encumber all or part of affecting the Project. The provisions of this paragraph are self-operative, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; providedno further instrument of subordination is required. In confirmation of such subordination, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder, T▇▇▇▇▇’s possession of the Premises shall not be disturbed. In order to confirm such subordination (and/or any other terms set forth in this Section), Tenant shall, within ten (10) business eight days after written request from Landlord, execute and deliver to any instruments that Landlord, any lender of Landlord or lessor under any Mortgage holderground or underlying lease (each, any certificationa “Lender”), instrument or other document required by Landlord or may reasonably request to evidence such Mortgage holdersubordination (an “SNDA”), in form so long as the SNDA includes customary non-disturbance protection for Tenant (including its extension, expansion, and content as reasonably required by Landlord or such Mortgage holder. T▇▇▇▇▇ acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default purchase rights under this Lease) or is substantially in the form of the attached Exhibit E. Conversely, at Tenant’s request, Landlord shall diligently seek an SNDA from its Lender(s) and, by execution of this Lease, Tenant requests Landlord to do so with respect to any existing Lender(s) as of the Commencement Date. If Notwithstanding the interests preceding provisions of Landlord under this paragraph, if any Lender elects to have this Lease prior to the lien of its ground lease, deed of trust, or mortgage, and gives written notice thereof to Tenant, then this Lease is deemed to be prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or mortgage shall be transferred by reason of foreclosuredeemed to be subordinate to this Lease, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation and thereafter if the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound Lender succeeds to the New Owner under the terms, covenants and conditions rights of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings otherwise, then (i) such successor landlord will not be subject to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (bii) such successor landlord will not be bound by any prepayment by Tenant of more than one (1) month’s installment of Rentrent, (ciii) such successor landlord will not be subject to any amendment liability or modification obligation of Landlord except those arising after such succession and except for completion of the Phase 1 TI Work, Phase 2 TI Work, and, if the successor comes to title after the commencement of construction of Phase 3, fulfillment of Landlord’s construction obligations under the Phase 3 Provisions, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, and (vi) on such attornment, this Lease made subsequent to the granting of the Mortgage by Landlord without its prior written consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord shall continue in the event of effect as a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with direct lease between such successor landlord and Tenant.
Appears in 1 contract
Sources: Lease Agreement (Nuvasive Inc)