Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows: (a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease. (b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 5 contracts
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement, Master Lease Subordination, Non Disturbance and Attornment Agreement, Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. ] In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Supplemental Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 3 contracts
Samples: Supplemental Master Lease Subordination, Non Disturbance and Attornment Agreement, Supplemental Master Lease Subordination, Non Disturbance and Attornment Agreement, Supplemental Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease, (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, Master Tenant, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease or Sublease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 3 contracts
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement, Master Lease Subordination, Non Disturbance and Attornment Agreement, Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsAt the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and insert “Intentionally Omitted” any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to preserve paragraph enumeration]. In each such Encumbrance and will attorn to and recognize such holder (or the event Lender or any other purchaser at a any foreclosure sale or any sale under private a power of sale contained in the Security Instrument, any such Encumbrance or a holder by acceptance of a deed in lieu of foreclosure, succeeds to as the interest of Landlord case may be) as Lessor under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master this Lease for the balance of the term thereof Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master a) consenting to this Lease, and Master Tenant does hereby agree to attorn to Lender or agreeing that, notwithstanding any such other purchaser as its lessorlease, such attornment mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to be effective and self-operative without the execution of any further instruments on the part of or affecting any of the parties foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord Lease under the Master Lease.
terms and provisions expressly set forth herein; (b) Subject to the observance and performance agreeing that it will be bound by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master this Lease, Sublease perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Agreement; provided, however, that Lender Article within ten days of written request thereof by Lessor or such other purchaser shall not be (a) liable for any act the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or omission of Landlord, or any other prior lessor, (b) obligated to cure an institutional investor a certificate setting forth any defaults of Landlord, or any other prior lessor under Lessor hereunder and the Master Lease dates through which occurred prior to the time that Lender or Rent has been paid and such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator matters as may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operatorreasonably requested.
Appears in 2 contracts
Samples: Lease Agreement (Balanced Care Corp), Lease Agreement (Balanced Care Corp)
Attornment and Non-Disturbance. [Remove this Section 7 11 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master LeaseLease , it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord Lessor under the Master Lease.
(b) Subject to the observance and performance by Master Tenant Xxxxxx and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under all of the terms, covenants and conditions of the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be be
(a) liable for any act or omission of LandlordBorrower, Master Tenant, or any other prior lessor, (b) obligated to cure any defaults of Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, Master Tenant, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease or Sublease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, Master Tenant, or any other prior lessorlandlord, whether or not still held by Landlord or Master Tenant unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b13(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator, any management agent at the Health Care Facility, any service provider to the Project, or any sub-contractor or supplier to the Project.
Appears in 2 contracts
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement, Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove If any superior lessor or superior mortgagee shall succeed to the rights of Landlord under this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsLease, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender whether by reason of foreclosure or enforcement of any other purchaser at a foreclosure sale mortgage or sale under private power contained in the Security Instrumentnote, or by acceptance of a deed conveyance in lieu thereof, or as a result of foreclosureany other means (herein referred to as "Successor Landlord"), succeeds Tenxxx xxrees to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to Successor Landlord under all of the terms, covenants covenants, and conditions of the Master Lease for the balance of the term Lease Term thereof, including any extensions thereof (as the same may be extended in accordance with its terms)permitted to Tenant, with the same force and effect as if Lender or such other purchaser were Successor Landlord was Tenant's Landlord under the lessor originally named in such Master Lease, and Master Tenant does Tenxxx xxes hereby agree to attorn to Lender or such other purchaser and recognize Successor Landlord as its lessor, Tenant's Landlord under the Lease and such attornment to shall be effective and self-operative without and no further instrument of attornment shall be required. In confirmation of such attornment, Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Successor Landlord further agrees that if it obtains possession or title to the execution of any further instruments on Building during the part of any Lease Term, Successor Landlord shall be bound to Tenant under all of the parties terms, covenants, and conditions of the Lease and Tenant shall, from and after the occurrence of the events set forth above, have the same remedies that Tenant might have had under the Lease against Landlord; provided; however, that Successor Landlord shall not be:
a. liable to this Agreement, immediately upon Lender Tenant for damages for any act or such other purchaser succeeding to the interest omissions of Landlord under the Master Lease.; or
(b) Subject b. subject to any offsets, claims or defenses which Tenant might have against Landlord or against any prior landlord which arise prior to, or out of any events that occurred prior to, the date Successor Landlord obtains possession or title to the observance and performance Building (except any offset or deduction expressly provided for in the Lease which amount is a sum certain expressly set forth in the Lease); or
c. bound by Master Tenant and Operator of all the termsany rent or additional rent or deposit, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, rental security or any other prior lessor, (b) obligated sums which Tenant may have paid to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) landlord; or
d. bound by any amendment or modification of the Master Lease made from and after the date of this Lease without the Successor Landlord's prior written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect consent; or
e. bound to the retention, application and/or return Tenant subsequent to Master Tenant or Operator of the date upon which the Successor Landlord transfers its interest in the Building to any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.third party; or
Appears in 1 contract
Samples: Lease Agreement (Bisys Group Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Ground Lessor agrees with Tenant that, in the event Lender Ground Lessor terminates the Ground Lease or any exercises other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord rights under the Master Ground Lease that permit Ground Lessor to acquire Landlord's interest under the Lease, it is agreed as followsthen:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Ground Lease) shall not be disturbed, diminished or interfered with by Ground Lessor during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Ground Lessor will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Ground Lease; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Ground Lessor under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Ground Lessor were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Ground Lessor as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Ground Lessor's succeeding to the interest of Landlord under the Master Lease.
(b) Subject . Upon the request of Ground Lessor, Tenant shall execute and deliver to Ground Lessor an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase Landlord's interest under the Ground Lease that Tenant may have pursuant to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions terms of the Master Lease and Sublease(generally, respectivelya "PURCHASE RIGHT") shall not be applicable to, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not block, prevent or delay, Ground Lessor's acquisition of Landlord's interest under the Lease; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Ground Lessor.
(c) Ground Lessor agrees that if Ground Lessor shall succeed to the interest of Landlord under the Lease as above provided, Ground Lessor shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, Sublease or this Agreementand Tenant shall, from and after Ground Lessor's succession to the interest of Landlord under the Lease, have the same remedies against Ground Lessor that Tenant might have had under the Lease against Landlord if Ground Lessor had not succeeded to the interest of Landlord; provided, however, that Lender or such other purchaser Ground Lessor shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender or such other purchaser Ground Lessor succeeded to the interest of Landlord or any other prior lessor under the Master Lease Lease; provided, however, no inference shall be drawn from this clause that Ground Lessor would not be liable for the same or similar act or omission occurring after the date that Ground Lessor succeeded to the interest of Landlord under the Lease; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent rent, however denominated, for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Ground Lessor; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Ground Lessor's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or any other indirect or consequential damages; or
(vi) liable for the return of any security deposit unless such deposit has been paid over to the Ground Lessor. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior owner of the Property.
(d) Ground Lessor hereby acknowledges that Section 38(b) of the Lease contains the following terms and conditions, and hereby agrees to accept performance of the "GROUND LEASE OBLIGATIONS" (as defined therein) from Tenant, and to permit Tenant to enforce the "GROUND LEASE RIGHTS" (as defined therein), at the times and in the manner described therein: Tenant shall be responsible for, and hereby covenants to satisfy in a timely fashion, any and all obligations, covenants, responsibilities, and/or indemnities binding on Landlord as holder of the ground lessee's interest under the Ground Lease or as a party to the [Agreement Regarding Allocation of Development Rights dated as of April ___, 2000 (the "DEVELOPMENT RIGHTS AGREEMENT")] (collectively, the "GROUND LEASE OBLIGATIONS"), including, without limitation, the payment or reimbursement of all expenses to be paid or reimbursed by Landlord under the Ground Lease (but excluding the payment of the annual rent provided for in the Ground Lease (which shall be governed by the terms and conditions of [a certain Amended and Restated Lease Agreement [Phase 1A: Office / Laboratory] executed as of April ___, 2000, and effective as of July 27, 1999])), the payment of the rent provided for in the Development Rights Agreement, and the payment of all expenses to be paid or reimbursed by Landlord under the Development Rights Agreement; provided, however, that the terms and conditions of this Lease shall control to the extent the responsibility for satisfying any Ground Lease Obligation is expressly conferred on Landlord and/or allocated between Landlord and Tenant herein. For illustration purposes only, Sections 13 and 14 [of the Lease] allocate between Landlord and Tenant all maintenance and repair obligations with respect to the retentionPremises and the Project and, application therefore, such provisions control. If Tenant fails to satisfy, in a timely fashion, any of the Ground Lease Obligations in the manner required hereunder, Landlord shall have the right (but not the obligation) to satisfy the same, and any cost incurred by Landlord in doing so shall be payable to Landlord on demand as Additional Rent or includable by Landlord as an Operating Expense. Further, Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any such failure by Tenant. Conversely, if Tenant gives Landlord Notice requesting Landlord to take affirmative action to enforce any of Landlord's rights as ground lessee under the Ground Lease or as a party to the Development Rights Agreement or to enforce any obligation, covenant, responsibility, and/or return indemnity of the Ground Lessor under the Ground Lease and/or the Development Rights Agreement (collectively, the "GROUND LEASE RIGHTS") and Landlord elects not to Master do so, Tenant or Operator shall have the right, at Tenant's sole cost and expense, to take affirmative action to enforce any such Ground Lease Rights, and for such purpose Landlord, effective as of Landlord's election not to take affirmative action, appoints Tenant attorney-in-fact for Landlord (such power of attorney being coupled with an interest); provided, however, that, notwithstanding the foregoing, the exercise of any security deposit paid Ground Lease Rights that relate to LandlordHazardous Materials (as provided in Section 30(a) [of the Lease]) shall be subject to compliance with Section 3 of [a separate] Cost Sharing Agreement. Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any other prior lessor, whether affirmative action taken by Tenant to enforce any Ground Lease Rights. Tenant's rights and obligations under this Section shall terminate and be of no further force or not still held by Landlord unless and until Lender effect as of the expiration or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision earlier termination of this AgreementLease, provided that all obligations that have arisen and/or become binding hereunder but have not been fully satisfied as of the provisions expiration or earlier termination of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant Lease shall survive such expiration or Operatorearlier termination.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended Landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of the Landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the termsany other matter set forth in this Agreement. Failure to provide such written confirmation shall, covenants and conditions of the Master Lease and Subleaseat Transferee's sole option, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator constitute a default under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and but failure to receive such a written confirmation from Tenant shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Picturetel Corp)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party ("Purchaser") other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender -------- ------- Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the -------- ------- case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises;
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, );
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee;
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent;
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, -------- ------- no inference shall be drawn from this clause (v) that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Equinix Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:If
(a) Master Tenant the Prime Lease and Sublandlord's leasehold interest in the Premises shall be bound terminated, (other than by total condemnation or sale in lieu thereof) or (b) any leasehold mortgagee shall become owner of Sublandlord's leasehold estate under the Prime Lease or shall enter into a new lease with Prime Landlord for the Premises, pursuant to Lender the Prime Lease, then Subtenant shall, if so requested in writing by Prime Landlord, or such other purchaser pursuant prospective leasehold mortgagee (each such party a "Successor Landlord"), as the case may be, either (x) attorn to Successor Landlord and waive any right Subtenant may have to terminate this Sublease or to surrender possession hereunder, as a result of termination of the Prime Lease or otherwise and shall, during the Term, perform all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments this Sublease on the part of any of Subtenant to be performed, or (y) enter into a new lease or sublease (as applicable) with such Successor Landlord as landlord or sublandlord (as applicable) for the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to remaining Term and otherwise on the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants same terms and conditions of this Sublease. In the Master Lease and Subleaseevent of any such attornment or new lease or sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser Successor Landlord shall not be (a) liable for any act or omission or default of Landlordany prior sublandlord (including, without limitation, Sublandlord); or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant Subtenant might have against any prior sublandlord (including without limitation, Sublandlord); or Operator may be entitled to assert against Landlord, or any other prior lessor, (dc) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor which Subtenant might have paid for more than one the current month to any prior sublandlord (1including, without limitation, Sublandlord) month in advance, or (ed) bound by any amendment or modification of the Master Lease this Sublease made without the Prime Landlord and any leasehold mortgagee's written consent of Lender or such other purchaser, consent; or (fe) liable for any security deposited pursuant to this Sublease unless such security has actually been delivered to such Successor Landlord. In the event Subtenant receives a written notice from Prime Landlord or responsible for or with respect its assignees, Subtenant shall thereafter be obligated to pay all Rental accruing under this Sublease directly to the retention, application and/or return to Master Tenant party giving such notice or Operator as such party may direct. The foregoing shall be self-operative without the necessity of the execution of any security deposit paid further instruments but Subtenant agrees, upon the demand of a Successor Landlord to Landlordexecute, acknowledge and deliver any instrument or any other prior lessor, whether or not still held by Landlord unless and until Lender or instruments confirming such other purchaser has actually received for its own account as lessor the full amount of such security depositattornment. Notwithstanding any other provision of this Agreement, the provisions of Nothing contained in this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operatorshall be construed to impair any right otherwise exercisable by any such Successor Landlord.
Appears in 1 contract
Samples: Operations Transfer Agreement (Kindred Healthcare Inc)
Attornment and Non-Disturbance. [Remove this Section Except as set forth in Paragraph 7 if using Subordination Agreement for affiliated Borrowers and Operatorsabove, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, rich the passage of time or the giving of notice or both, would constitute a default cooler the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lie ere, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all is possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the sine rill disturb Tenant's possession under the Lease and the Lease rill not be affected or cut off thereby, and notwithstanding any such foreclosure oz other Transfer of the Master Property to Transferee, the Lease rill be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. i Tenant shall attorn to Transferee, including Lender if Leader became a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to Paragraph 2 above slid shall be effective and self"If-operative without the execution exception of any further say farther instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. within ten (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written conformation of its attornment to Transferee and performance by Master Tenant and Operator of all the termsany other matter act forth in this Agreement. Failure to provide such written confirmation shall, covenants and conditions of the Master Lease and Subleaseat Transferee's sole option, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator constitute a default under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease but failure to receive arch a mitten confirmation from Tenant shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated sot derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that, in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means, then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under Property that Tenant may have pursuant to the Master Leaseterms of the Lease (generally, and the Master Lease and Sublease a "Purchase Right") shall remain in full force and effect not be applicable to, and shall not block, prevent or delay, Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale, or other similar statutory conveyance; provided, however, that any Purchase Right shall -------- ------- survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or Lease at any time after any such other purchaser shall not be (a) liable for any act or omission of Landlord, acquisition by Mortgagee or any Purchaser.
(c) In the event that the Mortgage is foreclosed and any party ("Purchaser") other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under than Mortgagee purchases the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded Premises and succeeds to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.the
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement So long as Tenant is not in Default under the Lease, as would entitle the Landlord to terminate the Lease or would cause the termination of Tenant's possession of the Premises, Mortgagee will not join Tenant as a party defendant in any action or proceeding for affiliated Borrowers the purpose of terminating Tenant's interest and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]estate under the Lease because of any default under the Mortgage. In Mortgagee further agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Building by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(a) Master subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the Term of the Lease (including any extensions or renewals thereof provided for in the Lease); and
(b) the Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease. Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
. Upon request of Lender or such Purchaser (b) Subject as hereinafter defined), Tenant shall execute and deliver to Lender or such Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the Building which Tenant may have pursuant to the terms of the Lease shall not be applicable to Mortgagee's or any Purchaser's acquisition of the Building by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale or other similar statutory conveyance. In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Building and succeeds to the interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement provided that Purchaser shall transmit to Tenant a written document in recordable form, whereby Purchaser covenants and agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance and performance by Master Tenant and Operator of all the terms, covenants terms and conditions of the Master Lease required to be performed or observed by Landlord thereunder, subject to and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of this Agreement. Mortgagee agrees that if Mortgagee shall succeed to the Master interest of Landlord under the Lease as above provided Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, Sublease or this Agreementhave the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Lender or such other purchaser Mortgagee (and Purchaser, as the case may be) shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.be:
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with Property which Tenant may have pursuant to the terms of the Master Lease shall not be applicable to Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale or other similar statutory conveyance. The foregoing shall not be construed as diminishing or eliminating any of Tenant's Right of First Refusal or First Offer to purchase the property that remain valid in the Lease after such Mortgagee's or Purchaser's acquisition.
(c) In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attom to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause (v) that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Biogen Inc)
Attornment and Non-Disturbance. [Remove this Section 7 11 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master LeaseLease , it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord Lessor under the Master Lease.
(b) Subject to the observance and performance by Master Tenant Xxxxxx and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under all of the terms, covenants and conditions of the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be be
(a) liable for any act or omission of LandlordBorrower, Master Tenant, or any other prior lessor, (b) obligated to cure any defaults of Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, Master Tenant, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease or Sublease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, Master Tenant, or any other prior lessorlandlord, whether or not still held by Landlord or Master Tenant unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b13(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator, any management agent at the Health CareHealthcare Facility, any service provider to the Project, or any sub-contractor or supplier to the Project.
Appears in 1 contract
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In If the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest interests of Landlord under the Master LeaseLease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, it is agreed as follows:
(a) Master then Tenant shall be bound to Lender or such other purchaser pursuant to Successor Landlord under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same remaining and any extensions or renewals thereof which may be extended effected in accordance with its terms)any option therefor in the Lease, with the same force and effect as if Lender or such other purchaser Successor Landlord were the lessor originally named in landlord under the Lease. In said event, Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Master Successor Landlord, as its landlord, and the Successor Landlord shall agree not to disturb Tenant's quiet enjoyment of the Premises to and recognize Tenant as the Tenant under this Lease, but only so long as Tenant shall not have committed an event of default hereunder which remains uncured following expiration of all applicable cure periods. Said attornment and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and selfnon-disturbance agreements shall become operative without the execution of any further instruments instruments. However, if the Successor Landlord shall require execution of an attornment and/or non-disturbance agreement, Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment and non-disturbance described in this Section 17.02, but only on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as condition that the same are reasonably acceptable to Tenant. Such attornment and non-disturbance agreements may be extended embodied in accordance with the provisions Mortgagee's customary form of the Master Lease and/or Sublease) with the same force subordination and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operatornon-disturbance agreement.
Appears in 1 contract
Samples: Office Lease (Electronic Arts Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause, and insert “Intentionally Omitted” without any further action of the Landlord, the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against including Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.)
Appears in 1 contract
Samples: Lease Agreement (Avigen Inc \De)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with Property which Tenant may have pursuant to the terms of the Master Lease shall not be applicable to Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale or other similar statutory conveyance. The foregoing shall not be construed as diminishing or eliminating any of Tenant's Right of First Refusal or First Offer to purchase the property that remain valid in the Lease after such Mortgagee's or Purchaser's acquisition.
(c) In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause (v) that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed lo modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 ------------------------------ above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at --- ------- any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease for will be recognized as a direct lease from the Transferee to Tenant upon the Transfer of the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the termsany other matter set forth in this Agreement. Failure to provide such written confirmation shall, covenants and conditions of the Master Lease and Subleaseat Transferee's sole option, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator constitute a default under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and but failure to receive such a written confirmation from Tenant shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Navisite Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitations of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or any other matter set forth in this Agreement. Failure to provide such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and written confirmation shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Picturetel Corp)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure Subordination Agreement 10505 Roselle Street/Protarch, it is agreed Inc. - Page 2 or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with Property which Tenant may have pursuant to the terms of the Master Lease shall not be applicable to Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale or other similar statutory conveyance. The foregoing shall not be construed as diminishing or eliminating any of Tenant's Right of First Refusal or First Offer to purchase the property that remain valid in the Lease after such Mortgagee's or Purchaser's acquisition.
(c) In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender or such other purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not be succeeded to the interest of Landlord; provided, however, that Mortgagee (aand Purchaser, as the case may be) shall not be:
(i) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord Mortgagee; or Operator to Master TenantSubordination Agreement 10505 Roselle Street/Protarch, or any other prior lessor for more than one Inc. - Page 3 (1iv) month in advance, (e) bound by any amendment or modification xxxxx xx xxx xxxxxxxxx xx xodification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect prior to the retention, application and/or return date Mortgagee or Purchaser succeeds to Master Tenant or Operator the interest of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.without Mortgagee's written consent; or
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that, in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means, then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under Property that Tenant may have pursuant to the Master Leaseterms of the Lease (generally, and the Master Lease and Sublease a "PURCHASE RIGHT") shall remain in full force and effect not be applicable to, and shall not block, prevent or delay, Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale, or other similar statutory conveyance; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Mortgagee or any Purchaser.
(c) In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord Premises; provided, however, no inference shall be drawn from this clause that Mortgagee or any other prior lessor under Purchaser would not be liable for the Master Lease same or similar act or omission occurring after the date that Mortgagee or Purchaser acquired title to the Premises; or
(cii) subject to any offsets offsets, counterclaims, or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Mortgagee's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorProperty.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Ground Lessor agrees with Tenant that, in the event Lender Ground Lessor terminates the Ground Lease or any exercises other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord rights under the Master Ground Lease that permit Ground Lessor to acquire Landlord's interest under the Lease, it is agreed as followsthen:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Ground Lease) shall not be disturbed, diminished or interfered with by Ground Lessor during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Ground Lessor will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Ground Lease; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Ground Lessor under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Ground Lessor were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Ground Lessor as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Ground Lessor's succeeding to the interest of Landlord under the Master Lease.
(b) Subject . Upon the request of Ground Lessor, Tenant shall execute and deliver to Ground Lessor an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase Landlord's interest under the Ground Lease that Tenant may have pursuant to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions terms of the Master Lease and Sublease(generally, respectivelya "PURCHASE RIGHT") shall not be applicable to, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not block, prevent or delay, Ground Lessor's acquisition of Landlord's interest under the Lease; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Ground Lessor.
(c) Ground Lessor agrees that if Ground Lessor shall succeed to the interest of Landlord under the Lease as above provided, Ground Lessor shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, Sublease or this Agreementand Tenant shall, from and after Ground Lessor's succession to the interest of Landlord under the Lease, have the same remedies against Ground Lessor that Tenant might have had under the Lease against Landlord if Ground Lessor had not succeeded to the interest of Landlord; provided, however, that Lender or such other purchaser Ground Lessor shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender or such other purchaser Ground Lessor succeeded to the interest of Landlord or any other prior lessor under the Master Lease Lease; provided, however, no inference shall be drawn from this clause that Ground Lessor would not be liable for the same or similar act or omission occurring after the date that Ground Lessor succeeded to the interest of Landlord under the Lease; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent rent, however denominated, for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Ground Lessor; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Ground Lessor's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or any other indirect or consequential damages; or
(vi) liable for the return of any security deposit unless such deposit has been paid over to the Ground Lessor. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior owner of the Property.
(d) Ground Lessor hereby acknowledges that Section 38(b) of the Lease contains the following terms and conditions, and hereby agrees to accept performance of the "GROUND LEASE OBLIGATIONS" (as defined therein) from Tenant, and to permit Tenant to enforce the "GROUND LEASE RIGHTS" (as defined therein), at the times and in the manner described therein: Tenant shall be responsible for, and hereby covenants to satisfy in a timely fashion, any and all obligations, covenants, responsibilities, and/or indemnities binding on Landlord as holder of the ground lessee's interest under the Ground Lease or as a party to the [Agreement Regarding Allocation of Development Rights dated as of April ___, 2000 (the "DEVELOPMENT RIGHTS AGREEMENT")] (collectively, the "GROUND LEASE OBLIGATIONS"), including, without limitation, the payment of the annual rent provided for in the Ground Lease (at the times and in the manner specified in Section 3(b)(ii) [of the Lease]), the payment or reimbursement of all expenses to be paid or reimbursed by Landlord under the Ground Lease, the payment of the rent provided for in the Development Agreement, and the payment or reimbursement of all expenses to be paid or reimbursed by Landlord under the Development Rights Agreement; provided, however, that the terms and conditions of this Lease shall control to the extent the responsibility for satisfying any Ground Lease Obligation is expressly conferred on Landlord and/or allocated between Landlord and Tenant herein. For illustration purposes only, Sections 13 and 14 [of the Lease] allocate between Landlord and Tenant all maintenance and repair obligations with respect to the retentionPremises and the Project and, application therefore, such provisions control. If Tenant fails to satisfy, in a timely fashion, any of the Ground Lease Obligations in the manner required hereunder, Landlord shall have the right (but not the obligation) to satisfy the same, and any cost incurred by Landlord in doing so shall be payable to Landlord on demand as Additional Rent or includable by Landlord as an Operating Expense. Further, Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any such failure by Tenant. Conversely, if Tenant gives Landlord Notice requesting Landlord to take affirmative action to enforce any of Landlord's rights as ground lessee under the Ground Lease or as a party to the Development Rights Agreement or to enforce any obligation, covenant, responsibility, and/or return indemnity of the Ground Lessor under the Ground Lease and/or the Development Rights Agreement (collectively, the "GROUND LEASE RIGHTS") and Landlord elects not to Master do so, Tenant or Operator shall have the right, at Tenant's sole cost and expense, to take affirmative action to enforce any such Ground Lease Rights, and for such purpose Landlord, effective as of Landlord's election not to take affirmative action, appoints Tenant attorney-in-fact for Landlord (such power of attorney being coupled with an interest); provided, however, that, notwithstanding the foregoing, the exercise of any security deposit paid Ground Lease Rights that relate to LandlordHazardous Materials (as provided in Section 30(a) [of the Lease]) shall be subject to compliance with Section 3 of [a separate] Cost Sharing Agreement. Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any other prior lessor, whether affirmative action taken by Tenant to enforce any Ground Lease Rights. Tenant's rights and obligations under this Section shall terminate and be of no further force or not still held by Landlord unless and until Lender effect as of the expiration or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision earlier termination of this AgreementLease, provided that all obligations that have arisen and/or become binding hereunder but have not been fully satisfied as of the provisions expiration or earlier termination of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant Lease shall survive such expiration or Operatorearlier termination.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party ("Purchaser") other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises;
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, );
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee;
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent;
(fv) liable to Tenant for any toss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause (v) that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Viacell Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle Landlord to terminate the Lease or would cause, and insert “Intentionally Omitted” without any further action of Landlord, the termination of the Lease or would entitle Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises;
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, );
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee;
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent; or
(fv) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Acusphere Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that, in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means, then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under Property that Tenant may have pursuant to the Master Leaseterms of the Lease (generally, and the Master Lease and Sublease a "PURCHASE RIGHT") shall remain in full force and effect not be applicable to, and shall not block, prevent or delay, Mortgagee's or any Purchaser's acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale, or other similar statutory conveyance; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Mortgagee or any Purchaser.
(c) In the event that the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord Premises; provided, however, no inference shall be drawn from this clause that Mortgagee or any other prior lessor under Purchaser would not be liable for the Master Lease same or similar act or omission occurring after the date that Mortgagee or Purchaser acquired title to the Premises; or
(cii) subject to any offsets offsets, counterclaims, or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Mortgagee's written consent consent; or liable to Tenant for any loss of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, business or any other prior lessorindirect or consequential damages from whatever cause; provided, whether however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not still held by Landlord unless and until Lender entitled) to recover for loss of business or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant indirect or Operator.consequential damages; or
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 ------------------------------ above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at --- ------- any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of a written request therefore from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such any other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended matter set forth in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or . Failure to provide such other purchaser written confirmation shall [TEXT DELETED IN ORIGINAL] not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Navisite Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle Landlord to terminate the Lease or would cause, and insert “Intentionally Omitted” without any further action of Landlord, the termination of the Lease or would entitle Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee's succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party ("PURCHASER") other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser Purchaser shall not be (a) liable for any act or omission of Landlordhave transmitted to Tenant a written document in recordable form, or any other prior lessor, (b) obligated whereby Purchaser agrees to cure any defaults of Landlord, or any other prior lessor recognize Tenant as its lessee under the Master Lease which occurred prior and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the time interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee's succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Lender or such other purchaser Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord or any other prior lessor under Landlord; provided, however, that Mortgagee (and Purchaser, as the Master Lease case may be) shall not be:
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, );
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee;
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee's written consent of Lender or such other purchaser, or consent; or
(fv) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Acusphere Inc)
Attornment and Non-Disturbance. [Remove 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 Section 7 if using Subordination Agreement for affiliated Borrowers Lease and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In Tenant's obligations hereunder in the event Lender any foreclosure proceeding is prosecuted or any other purchaser at a foreclosure sale completed or sale under private power contained in the Security Instrumentevent the Premises or Landlord's interest therein is transferred by foreclosure, or by acceptance of a deed in lieu of foreclosureforeclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, succeeds to then, at the interest request of Landlord under the Master Leasesuch transferee, it is agreed as follows:
(a) Master Tenant shall be bound attorn to Lender or such other purchaser pursuant to all of the terms, covenants transferee and conditions of the Master Lease for the balance of the term thereof (shall recognize such transferee as the same may be extended in accordance with its terms), with the same force and effect as if Lender or landlord under this Lease. Tenant agrees that upon any such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessorattornment, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser transferee shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent the Base Rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (eb) bound by any amendment or modification of the Master this Lease made without the written consent of Lender the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or such other purchaseromission of any prior landlord, or (fd) liable subject to any offsets or responsible for or with respect to the retentiondefenses which Tenant might have against any prior landlord; provided, application and/or return to Master Tenant or Operator of any security deposit paid however, that after succeeding to Landlord's interest under this Lease, or any other prior lessor, whether or not still held by such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor arising after the full amount date of transfer. Within five (5) days after the request of such security deposit. Notwithstanding transferee, Tenant shall execute, acknowledge and deliver any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master requisite or appropriate document submitted to Tenant or Operatorconfirming such attornment.
Appears in 1 contract
Samples: Lease Agreement (Lithia Motors Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant’s receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Ground Lessor agrees with Tenant that, in the event Lender Ground Lessor terminates the Ground Lease or any exercises other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord rights under the Master Ground Lease that permit Ground Lessor to acquire Landlord’s interest under the Lease, it is agreed as followsthen:
(ai) Master Subject to the provisions of this Agreement, Tenant’s occupancy and possession of the Premises and Tenant’s rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Ground Lease) shall not be disturbed, diminished or interfered with by Ground Lessor during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Ground Lessor will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and estate under the Lease because of any default under the Ground Lease; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Ground Lessor under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Ground Lessor were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Ground Lessor as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Ground Lessor’s succeeding to the interest of Landlord under the Master Lease.
(b) Subject . Upon the request of Ground Lessor, Tenant shall execute and deliver to Ground Lessor an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase Landlord’s interest under the Ground Lease that Tenant may have pursuant to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions terms of the Master Lease and Sublease(generally, respectivelya “Purchase Right”) shall not be applicable to, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not block, prevent or delay, Ground Lessor’s acquisition of Landlord’s interest under the Lease; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Ground Lessor.
(c) Ground Lessor agrees that if Ground Lessor shall succeed to the interest of Landlord under the Lease as above provided, Ground Lessor shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, Sublease or this Agreementand Tenant shall, from and after Ground Lessor’s succession to the interest of Landlord under the Lease, have the same remedies against Ground Lessor that Tenant might have had under the Lease against Landlord if Ground Lessor had not succeeded to the interest of Landlord; provided, however, that Lender or such other purchaser Ground Lessor shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender or such other purchaser Ground Lessor succeeded to the interest of Landlord or any other prior lessor under the Master Lease Lease; provided, however, no inference shall be drawn from this clause that Ground Lessor would not be liable for the same or similar act or omission occurring after the date that Ground Lessor succeeded to the interest of Landlord under the Lease; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent rent, however denominated, for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master TenantGround Lessor, or any other prior lessor for more than one or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Ground Lessor’s written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or any other indirect or consequential damages; or
(vi) liable for the return of any security deposit unless such deposit has been paid over to the Ground Lessor. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior owner of the Property.
(d) Ground Lessor hereby acknowledges that Section 38(b) of the Lease contains the following terms and conditions, and hereby agrees to accept performance of the “Ground Lease Obligations” (as defined therein) from Tenant, and to permit Tenant to enforce the “Ground Lease Rights” (as defined therein), at the times and in the manner described therein: Tenant shall be responsible for, and hereby covenants to satisfy in a timely fashion, any and all obligations, covenants, responsibilities, and/or indemnities binding on Landlord as holder of the ground lessee’s interest under the Ground Lease or as a party to the [Agreement Regarding Allocation of Development Rights dated as of April , 2000 (the “Development Rights Agreement”)] (collectively, the “Ground Lease Obligations”), including, without limitation, the payment or reimbursement of all expenses to be paid or reimbursed by Landlord under the Ground Lease (but excluding the payment of the annual rent provided for in the Ground Lease (which shall be governed by the terms and conditions of [a certain Amended and Restated Lease Agreement [Phase 1A: Office / Laboratory] executed as of April , 2000, and effective as of July 27, 1999])), the payment of the rent provided for in the Development Rights Agreement, and the payment of all expenses to be paid or reimbursed by Landlord under the Development Rights Agreement; provided, however, that the terms and conditions of this Lease shall control to the extent the responsibility for satisfying any Ground Lease Obligation is expressly conferred on Landlord and/or allocated between Landlord and Tenant herein. For illustration purposes only, Sections 13 and 14 [of the Lease] allocate between Landlord and Tenant all maintenance and repair obligations with respect to the retentionPremises and the Project and, application therefore, such provisions control. If Tenant fails to satisfy, in a timely fashion, any of the Ground Lease Obligations in the manner required hereunder, Landlord shall have the right (but not the obligation) to satisfy the same, and any cost incurred by Landlord in doing so shall be payable to Landlord on demand as Additional Rent or includable by Landlord as an Operating Expense. Further, Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any such failure by Tenant. Conversely, if Tenant gives Landlord Notice requesting Landlord to take affirmative action to enforce any of Landlord’s rights as ground lessee under the Ground Lease or as a party to the Development Rights Agreement or to enforce any obligation, covenant, responsibility, and/or return indemnity of the Ground Lessor under the Ground Lease and/or the Development Rights Agreement (collectively, the “Ground Lease Rights”) and Landlord elects not to Master do so, Tenant or Operator shall have the right, at Tenant’s sole cost and expense, to take affirmative action to enforce any such Ground Lease Rights, and for such purpose Landlord, effective as of Landlord’s election not to take affirmative action, appoints Tenant attorney-in-fact for Landlord (such power of attorney being coupled with an interest); provided, however, that, notwithstanding the foregoing, the exercise of any security deposit paid Ground Lease Rights that relate to LandlordHazardous Materials (as provided in Section 30(a) [of the Lease]) shall be subject to compliance with Section 3 of [a separate] Cost Sharing Agreement. Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims, arising out of or in connection with any other prior lessor, whether affirmative action taken by Tenant to enforce any Ground Lease Rights. Tenant’s rights and obligations under this Section shall terminate and be of no further force or not still held by Landlord unless and until Lender effect as of the expiration or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision earlier termination of this AgreementLease, provided that all obligations that have arisen and/or become binding hereunder but have not been fully satisfied as of the provisions expiration or earlier termination of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant Lease shall survive such expiration or Operatorearlier termination.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in of the Security Instrument, or by acceptance termination of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the ------------------------------ Master Lease, it is agreed as follows:
other than pursuant to (a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions Article 8 of the Master Lease for the balance ("DAMAGE OR DESTRUCTION") or (b) Article 13 of the term thereof Master Lease (as the same may be extended in accordance with its terms"CONDEMNATION OF THE PREMISES"), or in the event of a rejection by Ariba of the Master Lease which is approved, consented to or authorized by a bankruptcy court in a bankruptcy proceeding ("Recognition Event"), (i) Interwoven shall attorn to Xxxxxxx and perform all of Interwoven's obligations under the Sublease directly to Xxxxxxx as if Xxxxxxx were the sublessor under the Sublease, and (ii) provided that at the time of termination or rejection of the Master Lease Interwoven is not in default under the terms of the Sublease beyond any applicable cure period, Xxxxxxx shall continue to recognize the estate of Interwoven created under the Sublease and the Sublease shall continue with the same force and effect as if Lender Xxxxxxx and Interwoven had entered into a sublease on the same provisions as those contained in the Sublease (as modified by this Recognition Agreement and the Sublease Consent), except to the extent not permitted by the continued possession of Ariba or such restricted by court order or other purchaser were legal constraint. The provisions of this paragraph shall be self-executing upon the lessor originally named in such Master Leaseoccurrence of a Recognition Event, provided, however, either Xxxxxxx or Interwoven shall execute and Master Tenant does hereby agree deliver at the other's request an instrument confirming Interwoven's attornment and other obligations pursuant to attorn to Lender or such other purchaser as its lessor, such attornment this Recognition Agreement and Xxxxxxx'x agreement to be effective and self-operative without bound by the execution of any further instruments on the part of any terms of the parties Sublease as modified pursuant to this AgreementRecognition Agreement and the Sublease Consent and/or enter into a new lease containing all of the terms and provisions of the Sublease as modified by this Recognition Agreement and the Sublease Consent. Notwithstanding the foregoing, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance rejection by Master Tenant and Operator of all the terms, covenants and conditions Xxxxxxx of the Master Lease and Sublease, respectively, Lender in a bankruptcy proceeding (whether or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms deemed a termination of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser ) shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operatorconstitute a Recognition Event.
Appears in 1 contract
Samples: Sublease (Interwoven Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsAt the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and insert “Intentionally Omitted” any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to preserve paragraph enumeration]. In each such Encumbrance and will attorn to and recognize such holder (or the event Lender or any other purchaser at a any foreclosure sale or any sale under private a power of sale contained in the Security Instrument, any such Encumbrance or a holder by acceptance of a deed in lieu of foreclosure, succeeds to as the interest of Landlord case may be) as Lessor under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master this Lease for the balance of the term thereof Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (as the same may be extended in accordance with its terms)a) consenting to this Lease and agreeing that, with the same force and effect as if Lender or notwithstanding any such other purchaser were the lessor originally named in such Master Leaselease, and Master Tenant does hereby agree mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of affecting any of the parties foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this AgreementLease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, immediately upon Lender perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article 13 of this Lease and all Awards described in Article 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof except to the extent the same are actually received by said Facility Mortgagee. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. From time to time throughout the Term of this Lease, Lessee agrees to execute at the request of Lessor, or any prospective purchaser of the Lessor interests in the Leased Property, or any Facility Mortgagee or proposed Facility Mortgagee a certificate setting forth (i) the then-remaining Term of the Lease, (ii) the scope of defaults, if any, by Lessor hereunder, (iii) the then-current Rents payable hereunder, (iv) the dates through which Rent has been paid, and (v) such other purchaser succeeding matters as the requesting party may reasonably set forth. Further, without limiting the foregoing and without the necessity of any additional documentation (unless any Facility Mortgagee may request reaffirmation of the following by separate agreement which Lessee agrees to execute), for the benefit of each Facility Mortgagee, Lessee agrees that, in the event that any such Facility Mortgagee succeeds to the interest of Landlord Lessor under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and such Facility Mortgagee shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be be: (aA) liable for any act or omission of Landlord, Lessor or any other prior lessor, "Lessor" under this Lease; or (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (cB) subject to any defense, set-offs, counter-claims or offsets which Lessee may have against any prior "Lessor" (including Lessor); or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (dC) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master TenantRent including Additional Charges, or any other prior lessor which Lessee may have paid for more than one (1) month in advance, advance of the due date hereunder to any prior "Lessor" hereunder (eincluding Lessor); or (D) bound by any amendment obligations to make any payment to Lessee which was required to be paid prior to the time such Facility Mortgagee succeeds to Lessor's interest; or (E) accountable for any monies deposited with any prior Lessor (including security deposits), except to the extent same are actually received by said Facility Mortgagee; or (F) bound by any surrender, termination, amendment, restatement or modification of this Lease occurring or entered into after the Master Lease date on which such Facility Mortgagee first provided debt secured by the Facility or Facilities made without the written consent of Lender said Facility Mortgagee; or such other purchaser(G) otherwise have any liability, duty or obligation whatsoever under this Lease, or (f) liable under any extension or responsible for or with respect to the retentionrenewal hereof, application and/or return to Master Tenant or Operator either by virtue of any security deposit paid assignment of leases or rents granted by Lessor to Landlordsaid Facility Mortgagee or the subsequent collection of rents thereunder, until said Facility Mortgagee, or any other prior lessorits designee or nominee becomes the fee owner of the Leased Property, whether and then only for such periods which such Facility Mortgagee or not still held by Landlord unless and until Lender its designee or such other purchaser has nominee actually received for its own account as lessor owns the full amount Leased Property. Nothing in this Article 33 shall affect the rights of such security deposit. Notwithstanding any other provision Lessee granted in Section 29.1 of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorLease.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease Lease
(c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 1 contract
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers This lease is subject and Operatorssubordinate to all mortgages and bond indentures which may now or hereafter affect the Premises, and insert “Intentionally Omitted” to preserve paragraph enumeration]all advances made thereunder, the interest thereon, and all renewals, modifications, consolidations, replacements and extensions thereof if the mortgagee named in said mortgage shall elect by written notice delivered to Tenant to subject and subordinate the rights and interest of Tenant under this Lease to the lien of its mortgage. Alternatively, any mortgagee may elect to give the rights and interests of Tenant under this Lease priority over the lien of its mortgage. In the event Lender of either of such election, and upon notification by such mortgagee to Tenant to that effect, the rights and interests of Tenant under this Lease shall be deemed to be subordinate to or to have priority over, as the case may be, the lien of said mortgage whether this Lease is dated prior to or subsequent to the date of said mortgage. This clause shall be self-operative and no further instrument of subordination shall be required by any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrumentmortgagee. In confirmation of such subordination, or by acceptance Tenant shall execute and deliver, within fifteen (15) days of a deed request therefore, any certificate that Landlord may reasonably request. Tenant hereby constitutes and appoints Landlord Tenaxx'x xttorney-in-fact to execute any such certificate or certificates for and on behalf of Tenant. Any subordination of this Lease pursuant to this Section 11 and Tenaxx'x xbligation to execute a subordination agreement is dependent upon Tenaxx'x xeceipt of a non-disturbance agreement with terms customary to those of similar transactions in lieu North Kingstown, Rhode Island at the time of foreclosurethe request therefor from any lender requiring such subordination agreement. In the event Tenant fails to execute such agreement within fifteen (15) business days after demand in writing, succeeds Tenaxx xxxs hereby make, constitute and irrevocably appoint Landlord as its attorney in fact and in its name, place and stead so to do. The execution by Landxxxx, xx behalf of Tenant, of such subordination agreement after said fifteen (15) business days period shall be conclusive evidence that Landxxxx xxx obtained for Tenant's behalf a non-disturbance agreement in conformance with the provisions of this Section so long as such agreement contains a provision substantially as follows: "provided, however, anything herein to the interest of Landlord under the Master Leasecontrary notwithstanding, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of upon keeping the terms, covenants and conditions to be kept by it pursuant to the Lease and not being in default thereunder, shall have use and possession of the Master Lease for Premises as contemplated by the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Subleaseany successor in interest to Landlord shall from and after the date it succeeds to Landlord's interest in the Premises, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except perform Landlord's obligations in accordance with the terms of the Master Lease." If, Sublease in connection with obtaining financing for the Premises, a lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or this Agreement; provideddefer its consent thereto, however, provided that Lender such modifications do not materially or such other purchaser shall not be (a) liable for any act adversely increase the obligations of Tenant hereunder or omission materially or adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of Landlord, the Premises. In the event that a mortgagee or any other prior lessor, (b) obligated to cure any defaults of Landlord, purchaser at foreclosure sale or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded judicial proceedings shall succeed to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, this Lease, nevertheless, shall continue in full force and effect, and Tenaxx xxxees to attorn to such mortgagee or any other prior lessor, (d) bound by any payment of rent purchaser and to recognize such mortgagee or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to purchaser as its Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within the (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or other matter set forth in this Agreement. Failure to provide such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and written confirmation shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Polycom Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender If any Superior Lessor or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds Superior Mortgagee shall succeed to the interest rights of Landlord under the Master this Lease, it is agreed as follows:
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 (aherein called "Successor Landlord") Master and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or and recognize such other purchaser Successor Landlord as its lessor, Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain continue in full force and effect as a direct lease between the Successor Landlord and shall not be terminatedTenant upon all the terms, conditions and covenants of this Lease except that the Successor Landlord, including, in accordance with the terms context of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be clauses (a) through (c) below, any mortgagee succeeding to Landlord's rights, shall not (a) be liable for any previous act or omission of Landlord, or any other prior lessor, Landlord under this Lease; (b) obligated be subject to cure any defaults offset, not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against Landlord; or (c) be bound by any previous modification of Landlordthis Lease or by any previous prepayment of more than one month's rent, unless such modification or any other prior prepayment shall have been expressly approved in writing by the lessor under of the Master Superior Lease or the holder of the mortgage through or by reason of which occurred prior to the time that Lender or such other purchaser Successor Landlord shall have succeeded to the interest rights of Landlord or under this Lease. Tenant shall be provided written notice identifying any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operatormortgagee.
Appears in 1 contract
Samples: Lease Agreement (NHP Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant’s receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Mortgagee agrees with Tenant that, in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means, then:
(ai) Master Subject to the provisions of this Agreement, Tenant’s occupancy and possession of the Premises and Tenant’s rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee’s succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator . Upon request of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser Purchaser, Tenant shall recognize the leasehold estates of Master Tenant execute and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if deliver to Lender or such other purchaser were Purchaser an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase the lessor under Property that Tenant may have pursuant to the Master Leaseterms of the Lease (generally, and the Master Lease and Sublease a “Purchase Right”) shall remain in full force and effect not be applicable to, and shall not block, prevent or delay, Mortgagee’s or any Purchaser’s acquisition of the Property by foreclosure, deed in lieu of foreclosure, other transaction related thereto or in substitution thereof, trustee sale, or other similar statutory conveyance; provided, however, that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Mortgagee or any Purchaser.
(c) In the event that the Mortgage is foreclosed and any party (“Purchaser”) other than Mortgagee purchases the Premises and succeeds to the interest of Landlord under the Lease, Sublease or Tenant shall likewise be bound to Purchaser and Tenant hereby covenants and agrees to attorn to Purchaser in accordance with all of the provisions of this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of this Lease, and Tenant shall, from and after Mortgagee’s succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord Premises; provided, however, no inference shall be drawn from this clause that Mortgagee or any other prior lessor under Purchaser would not be liable for the Master Lease same or similar act or omission occurring after the date that Mortgagee or Purchaser acquired title to the Premises; or
(cii) subject to any offsets offsets, counterclaims, or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Mortgagee’s written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorProperty.
Appears in 1 contract
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant’s receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause, and insert “Intentionally Omitted” without any further action of the Landlord, the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder then Mortgagee agrees with Tenant that in the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under shall be acquired by Mortgagee or in the Master Leaseevent Mortgagee comes into possession of or acquires title to the Real Property by reason of foreclosure or foreclosure sale or the enforcement of the Mortgage or the Note or other obligation secured thereby or by a conveyance in lieu thereof, it is agreed or as followsa result of any other means then:
(ai) Master Subject to the provisions of this Agreement, Tenant’s occupancy and possession of the Premises and Tenant’s rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Mortgage) shall not be disturbed, diminished or interfered with by Mortgagee during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and estate under the Lease because of any default under the Mortgage; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Mortgagee under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Mortgagee were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Mortgagee as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Mortgagee’s succeeding to the interest of Landlord under the Master Lease. Upon request of Lender, Tenant shall execute and deliver to Lender an agreement reaffirming such attornment.
(bc) Subject If the Mortgage is foreclosed and any party (“Purchaser”) other than Mortgagee purchases the Premises and succeeds to the observance interest of Landlord under the Lease, Tenant shall likewise be bound to Purchaser and performance by Master Tenant and Operator of all the terms, hereby covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended agrees to attorn to Purchaser in accordance with all of the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender Purchaser shall have transmitted to Tenant a written document in recordable form, whereby Purchaser agrees to recognize Tenant as its lessee under the Lease and agrees to be directly bound to Tenant for the performance and observance of all the terms and conditions of the Lease required to be performed or such other purchaser observed by Landlord thereunder, subject to and in accordance with the terms of this Agreement.
(d) Mortgagee agrees that if Mortgagee shall succeed to the interest of Landlord under the Lease as above provided, Mortgagee shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after Mortgagee’s succession to the interest of Landlord under the Lease, have the same remedies against Mortgagee that Tenant might have had under the Lease against Landlord if Mortgagee had not succeeded to the interest of Landlord; provided, however, that Mortgagee (and Purchaser, as the case may be) shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender Mortgagee or such other purchaser succeeded Purchaser acquired title to the interest of Landlord or any other prior lessor under the Master Lease Premises;
(cii) subject to any offsets offsets, counterclaims or defenses which Master Tenant or Operator may be entitled to assert might have against any prior lessor (including Landlord, or any other prior lessor, );
(diii) bound by any previous payment of rent or additional rent for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Mortgagee;
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date of this Agreement and prior to the date Mortgagee or Purchaser succeeds to the interest of Landlord without the Mortgagee’s written consent of Lender or such other purchaser, or consent;
(fv) liable to Tenant for any loss of business or responsible any other indirect or consequential damages from whatever cause; provided, however, no inference shall be drawn from this clause (v) that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or with respect to any other indirect or consequential damages; or
(vi) liable for the retention, application and/or return to Master Tenant or Operator of any security deposit unless such deposit has been paid over to Landlord, the Mortgagee. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either owner of the Master Tenant or OperatorReal Property.
Appears in 1 contract
Samples: Lease Agreement (Omeros Corp)
Attornment and Non-Disturbance. [Remove this Section 7 117 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord XxxxxxXxxxxxxx under the Master Lease.
(b) Subject to the observance and performance by Master Tenant Xxxxxx and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under all of the terms, covenants and conditions of the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Borrower, Master Tenant, Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, Master Tenant, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease or Sublease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, Master Tenant, or any other prior lessorlandlordlessor, whether or not still held by Landlord or Master Tenant unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b137(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator, any management agent at the Health Care Facility, any service provider to the Project, or any sub-contractor or supplier to the Project.
Appears in 1 contract
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph 2 above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the termsany other matter set forth in this Agreement. Failure to provide such written confirmation shall, covenants and conditions of the Master Lease and Subleaseat Transferee's sole option, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator constitute a default under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and but failure to receive such a written confirmation from Tenant shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
Appears in 1 contract
Samples: Lease (Polycom Inc)
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and Operators, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord Landlord, Master Tenant, or any other prior lessor under the Master Lease or Sublease, (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, Master Tenant, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease or Sublease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord Xxxxxxxx unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or Operator.
Appears in 1 contract
Samples: Master Lease Subordination, Non Disturbance and Attornment Agreement
Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers (a) So long as Tenant is not in default under the Lease (beyond Tenant's receipt of notice from Landlord and Operatorsany grace period granted Tenant under the Lease to cure such default) as would entitle the Landlord to terminate the Lease or would cause without any further action of the Landlord, and insert “Intentionally Omitted” the termination of the Lease or would entitle the Landlord to preserve paragraph enumeration]. In dispossess Tenant thereunder, then Ground Lessor agrees with Tenant that, in the event Lender Ground Lessor terminates the Ground Lease or any exercises other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord rights under the Master Ground Lease that permit Ground Lessor to acquire Landlord's interest under the Lease, it is agreed as followsthen:
(ai) Master Subject to the provisions of this Agreement, Tenant's occupancy and possession of the Premises and Tenant's rights and privileges under the Lease or any extensions, modifications or renewals thereof or substitutions therefor (in accordance with the Lease and the Ground Lease) shall not be disturbed, diminished or interfered with by Ground Lessor during the term of the Lease (or any extensions or renewals thereof provided for in the Lease);
(ii) Ground Lessor will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Ground Lease; and
(iii) The Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease.
(b) Tenant shall be bound to Lender or such other purchaser pursuant to Ground Lessor under all of the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining (as the same and any extensions or renewals thereof which may be extended effected in accordance with its terms), any option contained in the Lease) with the same force and effect as if Lender or such other purchaser Ground Lessor were the lessor originally named in such Master landlord under the Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser Ground Lessor as its lessorlandlord, such said attornment to be effective and self-operative without the execution of any further other instruments on the part of any of the parties to this Agreement, either party hereto immediately upon Lender or such other purchaser Ground Lessor's succeeding to the interest of Landlord under the Master Lease.
(b) Subject . Upon the request of Ground Lessor, Tenant shall execute and deliver to Ground Lessor an agreement reaffirming such attornment. Tenant hereby agrees that any right of first refusal or right of first offer to purchase Landlord's interest under the Ground Lease that Tenant may have pursuant to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions terms of the Master Lease and Sublease(generally, respectivelya "Purchase Right") shall not be applicable to, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not block, prevent or delay, Ground Lessor's acquisition of Landlord's interest under the Lease; provided, however, -------- ------- that any Purchase Right shall survive, remain valid, and be terminated, except exercisable by Tenant in accordance with the terms of the Master Lease at any time after any such acquisition by Ground Lessor.
(c) Ground Lessor agrees that if Ground Lessor shall succeed to the interest of Landlord under the Lease as above provided, Ground Lessor shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, Sublease or this Agreementand Tenant shall, from and after Ground Lessor's succession to the interest of Landlord under the Lease, have the same remedies against Ground Lessor that Tenant might have had under the Lease against Landlord if Ground Lessor had not succeeded to the interest of Landlord; provided, however, that Lender or such other purchaser Ground Lessor -------- ------- shall not be be:
(ai) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred (including Landlord) occurring prior to the time date that Lender or such other purchaser Ground Lessor succeeded to the interest of Landlord or any other prior lessor under the Master Lease Lease; provided, however, no inference shall be -------- ------- drawn from this clause that Ground Lessor would not be liable for the same or similar act or omission occurring after the date that Ground Lessor succeeded to the interest of Landlord under the Lease; or
(cii) subject to any offsets offsets, counterclaims or defenses which Master that Tenant or Operator may be entitled to assert might have solely against any prior lessor (including Landlord, or any other prior lessor, ); or
(diii) bound by any previous payment of rent or additional rent rent, however denominated, for a period greater than 1 month unless such prepayment shall have been consented to in writing by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one Ground Lessor; or
(1) month in advance, (eiv) bound by any amendment or modification of the Master Lease made after the date hereof without the Ground Lessor's written consent of Lender or such other purchaser, or consent; or
(fv) liable to Tenant for any loss of business or any other indirect or consequential damages from whatever cause; provided, however, no -------- ------- inference shall be drawn from this clause that Tenant would otherwise be entitled (or not entitled) to recover for loss of business or any other indirect or consequential damages; or
(vi) liable for the return of any security deposit unless such deposit has been paid over to the Ground Lessor. The foregoing shall not be construed to modify or limit any right Tenant may have at law or in equity against Landlord or any other prior owner of the Property.
(d) Ground Lessor hereby acknowledges that Section 38(b) of the Lease ------------- contains the following terms and conditions, and hereby agrees to accept performance of the "Ground Lease Obligations" (as defined therein) from Tenant, and to permit Tenant to enforce the "Ground Lease Rights" (as defined therein), at the times and in the manner described therein: Tenant shall be responsible for, and hereby covenants to satisfy in a timely fashion, any and all obligations, covenants, responsibilities, and/or indemnities binding on Landlord as holder of the ground lessee's interest under the Ground Lease (collectively, the "Ground Lease Obligations"), including, without limitation, the payment of the annual rent provided for in the Ground Lease (at the times and in the manner specified in Section 3(b)(ii) [of the Lease]) and the payment or -------- reimbursement of all expenses to be paid or reimbursed by Landlord under the Ground Lease; provided, however, that the terms and conditions of this -------- ------- Lease shall control to the extent the responsibility for satisfying any Ground Lease Obligation is expressly conferred on Landlord and/or allocated between Landlord and Tenant herein. For illustration purposes only, Sections 13 and 14 [of the Lease] allocate between Landlord and Tenant all ----------- -- maintenance and repair obligations with respect to the retentionPremises and the Project and, application therefore, such provisions control. If Tenant fails to satisfy, in a timely fashion, any of the Ground Lease Obligations in the manner required hereunder, Landlord shall have the right (but not the obligation) to satisfy the same, and any cost incurred by 104 Landlord in doing so shall be payable to Landlord on demand as Additional Rent or includable by Landlord as an Operating Expense. Further, Tenant shall indemnify,defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any such failure by Tenant. Conversely, if Tenant gives Landlord Notice requesting Landlord to take affirmative action to enforce any of Landlord's rights as ground lessee under the Ground Lease or to enforce any obligation, covenant, responsibility, and/or return indemnity of the Ground Lessor under the Ground Lease (collectively, the "Ground Lease Rights") and Landlord elects not to Master do so, Tenant or Operator shall have the right, at Tenant's sole cost and expense, to take affirmative action to enforce any such Ground Lease Rights, and for such purpose Landlord, effective as of Landlord's election not to take affirmative action, appoints Tenant attorney-in-fact for Landlord (such power of attorney being coupled with an interest); provided, however, that, -------- ------- notwithstanding the foregoing, the exercise of any security deposit paid Ground Lease Rights that relate to LandlordHazardous Materials (as provided in Section 30(a) [of the Lease]) ------- ----- shall be subject to compliance with Section 3 of [a separate] Cost Sharing Agreement. Tenant shall indemnify, defend, hold, and save Landlord harmless from and against any and all Claims arising out of or in connection with any other prior lessor, whether affirmative action taken by Tenant to enforce any Ground Lease Rights. Tenant's rights and obligations under this Section shall terminate and be of no further force or not still held by Landlord unless and until Lender effect as of the expiration or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision earlier termination of this AgreementLease, provided that all obligations that have arisen and/or become binding hereunder but have not been fully satisfied as of the provisions expiration or earlier termination of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant Lease shall survive such expiration or Operatorearlier termination.
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Attornment and Non-Disturbance. [Remove this Section 7 if using Subordination Agreement for affiliated Borrowers and OperatorsExcept as set forth in Paragraph Z above, and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
provided (a) Master Tenant complies with this Agreement, (b) Tenant is not in default under the terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendena, or otherwise commences a foreclosure action, or at any -80- time thereafter, and (d) Tenant shall be bound to Lender or such other purchaser pursuant to all in possession of the termsPremises, covenants no default under the Mortgage and conditions no proceeding to foreclose the same will disturb Tenant's possession under the Lease end the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Master Property to Transferee, the Lease will be recognized as a direct lease from Transferee to Tenant upon the Transfer for the balance of the term thereof (thereof. Tenant shall attorn to Transferee, Including Lender if Lender becomes a Transferee, as the same may be extended landlord under the Lease. Said attornment is subject to the limitation of Transferee's obligations set forth in accordance with its terms), with the same force Paragraph 2 above and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to shall be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser Transferee succeeding to the interest of Landlord the landlord under the Master Lease.
. Within ten (b10) Subject days after receipt of a written request therefor from Transferee, Tenant agrees to the observance provide Transferee a written confirmation of its attornment to Transferee and performance by Master Tenant and Operator of all the termsany other matter set forth in this Agreement. Failure to provide such written confirmation shall at Transferee's sole option, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator constitute a default under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and but failure to receive such written confirmation from Tenant shall not be terminated, except in accordance with the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated derogate from Tenant's obligations to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against Landlord, or any other prior lessor, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master Tenant, or any other prior lessor for more than one (1) month in advance, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaser, or (f) liable or responsible for or with respect to the retention, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorTransferee hereunder.
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Attornment and Non-Disturbance. [Remove It is a condition of this Section 7 if using Subordination Agreement for affiliated Borrowers Lease and Operators, the Tenant's rights granted hereunder that this Lease and insert “Intentionally Omitted” to preserve paragraph enumeration]. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument, or by acceptance of a deed in lieu of foreclosure, succeeds to the interest of Landlord under the Master Lease, it is agreed as follows:
(a) Master Tenant shall be bound to Lender or such other purchaser pursuant to all of the termsrights hereunder are and shall at all times be subject and subordinate to any and all Mortgages from time to time in existence against the Lands. Upon request, covenants the Tenant shall subordinate the Lease and conditions all of its rights hereunder in such form as the Landlord reasonably requires to any and all Mortgages, and to all advances made or hereafter to be made upon the security thereof and, if requested, the Tenant shall attorn to the holder thereof. Any subordination will provide that the rights of the Master Tenant under this Lease for the balance of the term thereof (as the same may be extended in accordance with its terms), with the same force and effect as if Lender or such other purchaser were the lessor originally named in such Master Lease, and Master Tenant does hereby agree to attorn to Lender or such other purchaser as its lessor, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser succeeding to the interest of Landlord under the Master Lease.
(b) Subject to the observance and performance by Master Tenant and Operator of all the terms, covenants and conditions of the Master Lease and Sublease, respectively, Lender or such other purchaser shall recognize the leasehold estates of Master Tenant and Operator under the Master Lease and Sublease for the balance of their terms (as the same may be extended in accordance with the provisions of the Master Lease and/or Sublease) with the same force and effect as if Lender or such other purchaser were the lessor under the Master Lease, and the Master Lease and Sublease shall remain in full force and effect and shall not be terminated, except interfered with so long as the Tenant is not in accordance with default hereunder. The form of such subordination shall be as required by the terms of the Master Lease, Sublease or this Agreement; provided, however, that Lender or such other purchaser shall not be (a) liable for any act or omission of Landlord, or any other prior lessor, (b) obligated to cure any defaults of Landlord, or any other prior lessor under the Master Lease which occurred prior to the time that Lender or such other purchaser succeeded to the interest of Landlord or any other prior lessor under the Master Lease Mortgagee. NOTWITHSTANDING THE FOREGOING, THE TENANT SHALL NOT BE REQUIRED TO SUBORDINATE THE LEASE AND ALL OF ITS RIGHTS HEREUNDER TO ANY AND ALL FUTURE MORTGAGES (c) subject to any offsets or defenses which Master Tenant or Operator may be entitled to assert against LandlordBEING REGISTERED ON TITLE TO THE COMPLEX SUBSEQUENT TO THE DATE OF THIS LEASE), or any other prior lessorAND TO ALL ADVANCES TO BE MADE THEREAFTER UPON THE SECURITY THEREOF AND, (d) bound by any payment of rent or additional rent by Master Tenant to Landlord or Operator to Master TenantIF REQUESTED, or any other prior lessor for more than one (1) month in advanceTO ATTORN TO THE HOLDER THEREOF, (e) bound by any amendment or modification of the Master Lease made without the written consent of Lender or such other purchaserUNLESS SUCH FUTURE MORTGAGEE EXECUTES A NON-DISTURBANCE AGREEMENT IN FAVOUR OF THE TENANT. UPON EXECUTION OF THIS LEASE BY THE TENANT AND UPON THE TENANT'S WRITTEN REQUEST, or (f) liable or responsible for or with respect to the retentionTHE LANDLORD SHALL USE REASONABLE EFFORTS TO OBTAIN IN FAVOUR OF THE TENANT, application and/or return to Master Tenant or Operator of any security deposit paid to Landlord, or any other prior lessor, whether or not still held by Landlord unless and until Lender or such other purchaser has actually received for its own account as lessor the full amount of such security deposit. Notwithstanding any other provision of this Agreement, the provisions of this Section 7(b) are conditioned upon Borrower at all times having no identity of ownership interest with either of the Master Tenant or OperatorA NON-DISTURBANCE AGREEMENT FROM ANY MORTGAGEE REGISTERED ON TITLE TO THE COMPLEX AS AT THE DATE OF THIS LEASE.
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