Lease Subordinate to Mortgages. (a) The interest of the Tenant hereunder shall be subordinate to the rights of any holder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date of this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or (b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlord, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee. (c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee. (d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease. (e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI). (f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Samples: Lease (Mural Oncology PLC)
Lease Subordinate to Mortgages. (a) The interest This Lease and the rights of the Tenant hereunder shall be and are hereby made subject and subordinate to the rights lien of any holder mortgages or deeds of a trust now or hereafter existing against the Building, the Property or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Although such subordination shall be self operating, Tenant, or its successors in interest shall, upon Landlord 's request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or holder deed of a ground lease trust. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of property which includes Tenant to execute all such subordination instruments in the Premises event Tenant fails to execute said instruments within five (5) days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner herenafter provided for giving notice. Should any mortgage or deed of trust affecting the Building, the Property or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or purchaser at such holderforeclosure sale shall exist only so long as such mortgagee beneficiary, a “Mortgagee”)or purchaser i s the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, and executed and recorded subsequent to the date of as Tenant under this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If purchaser at any Mortgagee shall so elect, this Leaseforeclosure sale thereunder, and the rights of the Tenant hereunder, this Lease shall be superior continue in right to the rights of such Mortgagee, with the same force and effect as if a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Lease had been executed Section 24, "mortgagee" and delivered, "beneficiary" shall include successors and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording assigns of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to party, whether immediate or remote, the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office purchaser of an instrument, in which such Mortgagee subordinates its rights under such any mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest deed of Landlordtrust, whether by judicial or non-judicial at foreclosure or otherwise, at and the election successors, assigns and mortgagees and beneficiaries of such Mortgageepurchaser, whether immediate or remote. Notwithstanding the above, if Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain is not in occupancy pursuant to this Lease and exercise all of its other rights default under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee mortgagee or any person taking the Building hereunder shall not be: (i) liable in any way to disturb the Tenant for any act or omission, neglect or default on the part tenancy of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the MortgageeTenant.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Samples: Standard Building Lease (Bourbon Brothers Holding Corp)
Lease Subordinate to Mortgages. (a) The interest of the Tenant hereunder shall be subordinate to the rights of any holder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date of this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlord, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx Tenant further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by XxxxxxxxLandlord’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from XxxxxxxxLandlord’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Samples: Lease (Alkermes Inc)
Lease Subordinate to Mortgages. (a) The interest a. This Lease and the rights of the Tenant hereunder shall be and are hereby made subject and subordinate to the rights lien of any holder mortgages, deeds of a trust, assignments of rents, and security interests now or hereafter existing against the Premises, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made now or in the future provided that so long as Tenant duly performs its obligations under this Lease, its quiet possession, use and enjoyment shall not be disturbed by the foreclosure or execution of any mortgages, deeds of trust or other grants of security or deed in lieu of foreclosure. Although the subordination shall be self-operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver any and all instruments reasonably desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any mortgage or deed of trust; provided that such mortgage or deed of trust holder concurrently executes and delivers to Tenant a reasonably and customary non-disturbance agreement. If Tenant unreasonably fails to execute such instruments within fifteen (15) business days of a ground lease Landlord's delivery of property such instruments to Tenant, then Tenant shall be deemed to be in default pursuant to this Lease and shall not be entitled to any opportunity to cure such default which includes may be provided for elsewhere in this Lease. If any mortgagee or trustee shall elect to have this Lease and any options granted hereby prior to the Premises (any such holder, a “Mortgagee”)lien of its mortgage or deed of trust, and executed and recorded shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof.
b. Should any mortgage or deed of trust affecting the Improvements, the Property or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or purchaser at the foreclosure sale to Tenant shall exist only so long as the mortgagee beneficiary, or purchaser is the owner of the Improvements and/or Property and the liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If purchaser at any Mortgagee foreclosure sale and this Lease shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior continue in right to the rights of such Mortgagee, with the same force and effect as if a direct lease between and binding upon Tenant and the purchaser at any foreclosure sale. As used in this Lease had been executed Section 21, "mortgagee" and delivered, "beneficiary" shall include successors and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording assigns of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to party, whether immediate or remote, the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office purchaser of an instrument, in which such Mortgagee subordinates its rights under such any mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest deed of Landlordtrust, whether by judicial or non-judicial at foreclosure or otherwise, at and the election successors, assigns and mortgagees and beneficiaries of such Mortgageepurchaser, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial whether immediate or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgageeremote.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Quantum Corp /De/)
Lease Subordinate to Mortgages. This Lease is and shall continue to be subject and subordinate to any future mortgage or mortgages secured by the Premises, and to any and all advances hereafter made thereunder, and to the interest of the holder or holders thereof in the Premises, provided that, Landlord shall use commercially reasonable efforts to obtain from any mortgagee on Tenant’s behalf an agreement on the part of such mortgagee, conditioned upon Tenant not being in material default hereunder and in a commercially customary and reasonable form, reasonably satisfactory to Landlord, Tenant and such mortgagee, to recognize Tenant’s rights under this Lease and to not disturb Tenant’s rights of possession hereunder, provided that in all events the mortgagee, or any purchaser at a foreclosure sale or otherwise, shall not be:
(a) The interest liable for any act or omission of a prior Landlord (including the Tenant hereunder shall be subordinate mortgagor) except to the rights extent that the consequences of any holder such act or omission continue without cure (if the same are curable) for an unreasonable period of a mortgage time after such mortgagee or holder of a ground lease of property which includes the Premises (any such holder, a “Mortgagee”), and executed and recorded subsequent purchaser succeeds to the date of this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), belowLandlord’s interest hereunder; or
(b) If subject to any Mortgagee shall so electoffset or defenses which the Tenant might have against any prior Landlord (including mortgagor); or
(c) bound by any rent or additional rent which the Tenant might have paid more than thirty (30) days in advance to any prior Landlord (including the mortgagor), or
(d) bound by any security deposit which Tenant may have paid to any prior Landlord (including the mortgagor), unless such deposit is transferred to the mortgagee; or
(e) bound by any material agreement or material modification of the Lease made after the date of an SNDA without the consent of the mortgagee including without limitation any agreement affecting Annual Fixed Rent, Additional Rent, the Term, or extension or expansion options or first offer rights; or
(f) bound by any voluntary termination or cancellation of the Lease (except as expressly permitted under the Lease) made without the mortgagee’s written consent thereto; or
(g) personally liable under this Lease; (i.e., and any mortgagee’s or purchaser’s liability under the rights of the Tenant hereunder, Lease shall be superior limited to its ownership interest in right the Building); or
(h) liable for any fact or circumstance or condition to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, extent existing or a statutory notice hereof recorded, arising prior to the execution, delivery and recording of any mortgagee’s (or such mortgage. Any election as to Subsection (bpurchaser’s) above shall become effective upon either notice from such Mortgagee succession to the Tenant in interest of the Landlord under the Lease, except to the extent that the Landlord hereunder is obligated to cure such fact, circumstance or condition and such fact, circumstance or condition continues without cure (if the same fashion as notices from the Landlord to the Tenant are to be given hereunder or is curable by the recording in the appropriate registry mortgagee) for an unreasonable period of time after such mortgagee or recorderpurchaser succeeds to Landlord’s office interest hereunder; and such mortgagee or such purchaser further shall not be liable except during that period of an instrumenttime, if any, in which such Mortgagee subordinates mortgagee or purchaser and Tenant are in privity of estate. Notwithstanding the foregoing, any mortgagee may at its rights under such election subordinate its Mortgage to this Lease without the consent or approval of Tenant. Landlord represents and warrants to Tenant that the Lot, the Building and the Premises are not encumbered by a mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlord, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery date of this Lease.
Appears in 1 contract
Samples: Net Lease (LTX Corp)
Lease Subordinate to Mortgages. (a) The interest This Lease and the rights of the Tenant hereunder shall be and are hereby made subject and subordinate to the rights lien of any holder mortgages or deeds of a trust now or hereafter existing against the Building Complex, the Property or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Although such subordination shall be self-operating, Tenant, or its successors in interest, shall upon Xxxxxxxx’s request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or holder deed of trust and Xxxxxx’s failure to do so upon demand shall constitute a ground lease default under this Lease. Should any mortgage or deed of property which includes trust affecting the Premises Building Complex, the Property or both, be foreclosed, then; (any 1) the liability of the mortgagee, beneficiary or purchaser at such holderforeclosure sale shall exist only so long as such mortgagee beneficiary, a “Mortgagee”)or purchaser is the owner of the Building Complex and/or Property and such liability shall not continue or survive after further transfer of ownership; and (2) Tenant shall be deemed to have attorned, and executed and recorded subsequent to the date of as Tenant under this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If purchaser at any Mortgagee shall so elect, this Leaseforeclosure sale thereunder, and the rights of the Tenant hereunder, this Lease shall be superior continue in right to the rights of such Mortgagee, with the same force and effect as if a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Lease had been executed Article 20, “mortgagee” and delivered, “beneficiary” shall include successors and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording assigns of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to party, whether immediate or remote, the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office purchaser of an instrument, in which such Mortgagee subordinates its rights under such any mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest deed of Landlordtrust, whether by judicial or non-judicial at foreclosure or otherwise, at and the election successors, assigns and mortgagees and beneficiaries of such Mortgageepurchaser, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial whether immediate or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgageeremote.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Samples: Lease Agreement
Lease Subordinate to Mortgages. (a) The interest of the Tenant hereunder shall be subordinate to the rights of any holder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date Except as provided in Paragraph 24.2 of this Lease, unless such Mortgagee shall otherwise so elect, Tenant accepts this Lease subject and subordinate to the provisions lien or security title of Section 10.01(fany presently existing Mortgage, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Project, or any part thereof, and all renewals, extensions, amendments, modifications and restatements thereof, and all replacements and substitutions therefor. Tenant will subordinate this Lease to the lien or security title of any recorded Mortgage hereafter created upon the Premises, the Building or the Project, and all renewals, extensions amendments, modifications and restatements thereof, and all replacements and substitutions therefor, upon receipt of a “SNDA” (as hereinafter defined). Tenant agrees to execute such SNDA within ten (10) days after Landlord’s request therefor. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any Mortgage, Tenant shall be bound to the transferee (hereinafter referred to as the “Purchaser”), below; or
(b) If any Mortgagee shall so electunder the terms, covenants and conditions of this LeaseLease for the balance of the Term remaining, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgageeany extensions or renewals, with the same force and effect as if this Lease had been executed and deliveredthe Purchaser were the “landlord” hereunder, and recorded, or a statutory notice hereof recorded, prior Tenant shall attorn to such Purchaser and agrees to be bound and obligated hereunder to the execution, delivery and recording of any such mortgage. Any election Purchaser as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights “landlord” under such mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlordsuch event, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee Purchaser may reasonably request to evidence request: (a) evidencing such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for attornment; (b) setting forth the balance of the term of this Lease (and otherwise upon the same terms and conditions of Tenant’s tenancy; and (c) containing such other terms and conditions as may be reasonably required by such Purchaser, provided such terms and conditions do not increase the Rent, increase Tenant’s obligations or adversely affect Tenant’s rights under this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such Purchaser and Tenant upon all the Mortgagee terms, conditions and covenants set forth in this Lease, except that such Purchaser shall not be: (i) liable in for any way breach, act or omission of Landlord (except to the Tenant for any extent such act or omissionomission continues beyond the date when such Purchaser succeeds to Landlord’s interest and Tenant gives notice to such Purchaser of such breach, neglect act or default on the part omission and such Purchaser fails to cure such breach, act or omission within a reasonable period of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease time after its receipt of such notice from Tenant); (ii) responsible for subject to any monies owing by defense, claim, counterclaim, set-off or on deposit with Landlord to the credit of offset which Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgageemay have against Landlord; (iii) subject bound by any prepayment of more than one (1) month’s Rent to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlordprior landlord; (iv) bound by any modification of this Lease subsequent obligation to such mortgage or by make any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, payment to Tenant which was not approved in writing by required to be made prior to the Mortgageetime Purchaser succeeded to Landlord’s interest; (v) liable bound by any obligation to perform any work or to make improvements to the Tenant beyond the Mortgagee’s interest in the Property Premises except for: (A) repairs and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received maintenance required to be made by the Mortgagee.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, ; and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to relieve the Tenant provisions of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, but only to the extent that such consent is required pursuant repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Mortgagee’s consent; (vii) liable for the terms repayment of the applicable mortgage security deposit, if any, unless and until the security deposit actually is paid to such Purchaser; (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or ground lease.
similar obligation; or (eix) The Tenant agrees, within ten (10) business days following bound by any purchase option or right of first refusal for the request purchase of the LandlordBuilding, Land or Project, or any portion thereof, granted to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of Tenant under this Section 10.01, Lease (including, without limitation, the form Right of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPIFirst Refusal).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Lease Subordinate to Mortgages. (a) The This Lease is and shall continue to be subject and subordinate to any presently existing and any future mortgage or mortgages secured by the Premises, and to any and all advances hereafter made thereunder, and to the interest of the Tenant hereunder holder or holders thereof in the Premises, provided that (i) Landlord shall be subordinate obtain an agreement on the part of any current mortgagee in a commercially customary and reasonable form, to the not disturb Tenant’s rights of possession hereunder, conditioned upon Tenant not being in default under any holder of a mortgage or holder of a ground lease of property which includes the Premises (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date terms of this Lease, unless and (ii) Landlord shall use reasonable efforts to obtain from any future mortgagee on Tenant’s behalf an agreement on the part of such Mortgagee mortgagee in a commercially customary and reasonable form, to not disturb Tenant’s rights of possession hereunder, provided that in no event shall otherwise so electany failure of Landlord to obtain such an agreement from a future mortgagee affect the obligations of Tenant hereunder. In any event, subject the mortgagee, or any purchaser at a foreclosure sale or otherwise, shall not be:
(a) liable for any act or omission of a prior Landlord (including the mortgagor), except for acts or omissions of a continuing nature only to the provisions extent the same continue after the date that the mortgagee or purchaser at a foreclosure sale takes possession of Section 10.01(f), belowthe Premises; or
(b) If subject to any Mortgagee shall so electoffset or defenses which the Tenant might have against any prior Landlord (including mortgagor); or
(c) bound by any rent or additional rent which the Tenant might have paid in advance to any prior Landlord (including the mortgagor), for any period beyond the month in which foreclosure or sale occurs; or
(d) bound by any security deposit which Tenant may have paid to any prior Landlord (including the mortgagor), unless such deposit is in an escrow fund held by or available to the mortgagee; or
(e) bound by any agreement or modification of the Lease made without the consent of the mortgagee; or
(f) bound by any notice of termination given by any prior Landlord (including the mortgagor) without the mortgagee’s written consent thereto; or
(g) personally liable under this Lease, and ; any mortgagee’s liability under the rights of the Tenant hereunder, Lease shall be superior limited to its ownership interest in right the Premises; or
(h) liable for any fact or circumstance or condition to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, extent existing or a statutory notice hereof recorded, arising prior to the executionmortgagee’s (or such purchaser’s) succession to the interest of the Landlord under the Lease, delivery and recording of except to the extent that any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee fact or circumstance or condition is of a continuing nature, and then only to the Tenant in extent the same fashion as notices from continues after the Landlord to date that the Tenant are to mortgagee or purchaser takes possession of the Premises, and such mortgagee or such purchaser further shall not be given hereunder or by the recording in the appropriate registry or recorder’s office liable except during that period of an instrumenttime, if any, in which such Mortgagee subordinates its rights under such mortgage mortgagee or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlord, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord purchaser and Tenant shall promptly execute and deliver are in privity of estate. Notwithstanding the foregoing, any instrument that such Mortgagee mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant at its election subordinate its Mortgage to this Lease and exercise all without the consent or approval of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
Appears in 1 contract
Lease Subordinate to Mortgages. (a) The interest of the Tenant hereunder shall be subordinate to the rights of any holder of a mortgage or holder of a ground lease of property which includes the Premises Demised Premises, (any such holder, a “Mortgagee”), and executed and recorded subsequent to the date of this Lease, unless such Mortgagee shall otherwise so elect, subject and in any event provided that such holder shall agree to recognize in writing the right of Tenant to use and occupy the Demised Premises and exercise all of its other rights under this Lease upon the payment of Rent, and the performance by Tenant of Tenant’s obligations hereunder (but without any assumption by such holder of Landlord’s obligations under this Lease which relate to periods prior to the provisions date such holder acquired title to or took possession of Section 10.01(fthe Demised Premises), below; or
(b) If any Mortgagee shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such Mortgagee, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such Mortgagee subordinates its rights under such mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest of Landlord, whether by judicial or non-judicial foreclosure or otherwise, at the election of such Mortgagee, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any commercially reasonable instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx Tenant further agrees to enter into a new lease for the balance of the term of this Lease Term (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease ); (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than one (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgagee.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations herein set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the termTerm, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgageesmortgagees or ground lessors of record, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the agrees on request of the Landlord, Landlord to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees , to the extent that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as consent is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first pursuant to the terms of the applicable mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Leaseor ground lease.
Appears in 1 contract
Lease Subordinate to Mortgages. (a) The interest This Lease and the rights of the Tenant hereunder shall be and are hereby made subject and subordinate to the rights lien of any mortgages or deeds of trust now or hereafter existing against the Building, the Property or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Although such subordination shall be self operating, Tenant, or its successors in interest, shall upon Landlord’s request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust and Tenant’s failure to do so upon demand shall constitute a default under this Lease. Landlord shall upon Tenant’s request execute a Nondisturbance Agreement in a form reasonably acceptable to the holder of a any mortgage or holder deed of a ground lease trust on the Property. Should any mortgage or deed of property which includes trust affecting the Premises Building, the Property or both, be foreclosed, then; (any 1) the liability of the mortgagee, beneficiary or purchaser at such holderforeclosure sale shall exist only so long as such mortgagee beneficiary, a “Mortgagee”)or purchaser is the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (2) Tenant shall be deemed to have attorned, and executed and recorded subsequent to the date of as Tenant under this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If purchaser at any Mortgagee shall so elect, this Leaseforeclosure sale thereunder, and the rights of the Tenant hereunder, this Lease shall be superior continue in right to the rights of such Mortgagee, with the same force and effect as if a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Lease had been executed Article 23, “mortgagee” and delivered, “beneficiary” shall include successors and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording assigns of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to party, whether immediate or remote, the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office purchaser of an instrument, in which such Mortgagee subordinates its rights under such any mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest deed of Landlordtrust, whether by judicial or non-judicial at foreclosure or otherwise, at and the election successors, assigns and mortgagees and beneficiaries of such Mortgageepurchaser, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial whether immediate or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgageeremote.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
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Samples: Office Lease (Heatwurx, Inc.)
Lease Subordinate to Mortgages. (a) The interest This Lease and the rights of the Tenant hereunder shall be and are hereby made subject and subordinate to the rights lien of any mortgages or deeds of trust now or hereafter existing against the Building, the Property or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Although such subordination shall be self operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust and Tenant's failure to do so within a reasonable period of time not to exceed seven (7) business days upon demand shall constitute a default under this Lease. Landlord shall upon Tenant's request execute use commercially reasonable efforts to obtain from any existing lender or ground lessor a Nondisturbance Agreement in a form reasonably acceptable to the Tenant and the holder of a any mortgage or holder deed of a trust on the Property, or ground lease lessor within sixty (60) days after written request therefor from Tenant. Should any mortgage or deed of property which includes trust affecting the Premises Building, the Property or both, be foreclosed, then; (1) the liability of the mortgagee, beneficiary or purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser is the owner of the Building and/or Property and such any such holderliability accruing thereafter shall not continue or survive after further transfer of ownership; and (2) Tenant shall be deemed to have attorned, a “Mortgagee”), and executed and recorded subsequent to the date of as Tenant under this Lease, unless such Mortgagee shall otherwise so elect, subject to the provisions of Section 10.01(f), below; or
(b) If purchaser at any Mortgagee shall so elect, this Leaseforeclosure sale thereunder, and the rights of the Tenant hereunder, this Lease shall be superior continue in right to the rights of such Mortgagee, with the same force and effect as if a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Lease had been executed Article 23, "mortgagee" and delivered, "beneficiary" shall include successors and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording assigns of any such mortgage. Any election as to Subsection (b) above shall become effective upon either notice from such Mortgagee to party, whether immediate or remote, the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office purchaser of an instrument, in which such Mortgagee subordinates its rights under such any mortgage or ground lease to this Lease. In the event any Mortgagee shall succeed to the interest deed of Landlordtrust, whether by judicial or non-judicial at foreclosure or otherwise, at and the election successors, assigns and mortgagees and beneficiaries of such Mortgageepurchaser, Tenant shall, and does hereby agree to attorn to such Mortgagee and to recognize such Mortgagee as its Landlord and Tenant shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease and exercise all of its other rights under this Lease as long as no Event of Default exists. The form of instrument attached as Exhibit 10.01 shall be deemed acceptable to Tenant. If requested by any such Mortgagee, Xxxxxx further agrees to enter into a new lease for the balance of the term of this Lease (and otherwise upon the same terms and conditions of this Lease) in the event of a judicial whether immediate or non-judicial foreclosure of a mortgage granted to any Mortgagee. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement pursuant to the preceding sentence. Upon such attornment, the Mortgagee shall not be: (i) liable in any way to the Tenant for any act or omission, neglect or default on the part of Landlord under this Lease except that the Mortgagee shall cure any continuing failure to perform maintenance or repair work (but shall not be liable for any damages arising prior to the attornment) and complete the Landlord Work in accordance with the Lease (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless received by the Mortgagee, but it shall be liable for payment of any unpaid portion of the Finish Work Allowance being funded by the loan and to the extent not previously advanced by such Mortgagee; (iii) subject to any credit, counterclaim or setoff which theretofore accrued to Tenant against Landlord; (iv) bound by any modification of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent for more than (1) month, which was not approved in writing by the Mortgagee; (v) liable to the Tenant beyond the Mortgagee’s interest in the Property and the rents, income, receipts, revenues, issues and profits issuing from such Property; or (vi) liable for any portion of a security deposit not actually received by the Mortgageeremote.
(c) The covenant and agreement contained in this Lease with respect to the rights, powers and benefits of any such Mortgagee constitute a continuing offer to any person, corporation or other entity, which by accepting or requiring an assignment of this Lease or by entry of foreclosure assumes the obligations set forth in this Article 10 with respect to such Mortgagee.
(d) No assignment of this Lease and no agreement to make or accept any surrender, termination or cancellation of this Lease and no agreement to modify so as to reduce the Rent, change the term, or otherwise materially change the rights of the Landlord under this Lease, or to relieve the Tenant of any obligations or liability under this Lease, shall be valid unless consented to in writing by the Landlord’s Mortgagees, if any, to the extent that such consent is required pursuant to the terms of the applicable mortgage or ground lease.
(e) The Tenant agrees, within ten (10) business days following the request of the Landlord, to execute and deliver from time to time any agreement, in recordable form, which may reasonably be deemed necessary to implement the provisions of this Section 10.01, including, without limitation, the form of agreement attached as Exhibit 10.01. Landlord will reimburse Tenant for all reasonable third party attorneys’ fees that Tenant incurs to review such agreement under this subsection (e) if the form provided by Landlord is not substantially similar to Exhibit 10.01, provided that Landlord shall have no obligation to reimburse Tenant for any amount in excess of $4,000 in any one instance (such amount to be increased, but never decreased, annually in proportion to any increase in the CPI).
(f) Landlord agrees that any subordination of this Lease to any mortgage now or hereafter encumbering the Premises shall be conditioned upon Landlord delivering to Tenant a written, recordable Subordination, Non-Disturbance and Attornment Agreement from the ground lessor or mortgagee seeking to have this Lease subordinated to its interest substantially in the form attached as Exhibit 10.01 or in such other customary form as is required by Xxxxxxxx’s mortgagee. Landlord shall provide Tenant with a non-disturbance agreement from Xxxxxxxx’s current first mortgage lender, Bank of America, N.A., simultaneously with the execution and delivery of this Lease.
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