New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided: (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2; (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f); (iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and (iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 8 contracts
Samples: Lease Amendment (Vici Properties Inc.), Lease Amendment (Vici Properties Inc.), Lease (CAESARS ENTERTAINMENT Corp)
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 7 contracts
Samples: Master Lease (Boyd Gaming Corp), Master Lease (Gaming & Leisure Properties, Inc.), Merger Agreement (PNK Entertainment, Inc.)
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtthe FCRHA’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05.
(a) Mortgagee shall send written notice to the FCRHA in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to the FCRHA exercising the FCRHA’s Termination Rights and the FCRHA shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder any designee of the term of this LeaseMortgagee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective as of the date of termination, at termination of this Lease and shall be for the rent and additional rent, remainder of the Term and upon all of the same agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection its termination, as aforesaid, and shall otherwise with reasonable diligence commence to remedy any non-monetary Events of Default under this Lease that are of a nature or termination (type that are capable of being cured by a party other than Tenant and shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, which Landlord shall have court costs and disbursements incurred by reason the FCRHA in connection with such Events of such rejection or such termination Default and termination, the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. The FCRHA shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that the FCRHA has not previously recovered possession of same. As between the FCRHA and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, the FCRHA shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by the FCRHA, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to the FCRHA no later than sixty (60) days after notice from the FCRHA of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.05.
(e) Except as expressly provided in Section 10.04(f) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.05 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 7 contracts
Samples: Deed of Lease, Deed of Lease, Deed of Lease
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected by reason of the rejection hereof by Tenant or a trustee for Tenant in any bankruptcya voluntary or an involuntary case under the Bankruptcy Laws, insolvency or dissolution proceeding or is terminated in the event of a Foreclosure by Landlord following a Tenant Event of Default other than due to a default that is Mortgagee, subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above5.4 hereof, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold the most Senior Mortgagee or its Permitted Leasehold Mortgagee Designee requesting a new lease for the remainder of the term of this LeaseLease Term, effective as of the date of such termination, at the rent and additional rent, and upon the terms, provisions, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, agreements as herein contained provided:
(i) such Permitted Leasehold 8.3.1 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty sixty (3060) days after the date of termination, and the Senior Mortgagee and Landlord will execute such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f)new lease within sixty (60) days thereafter;
(iii) such Permitted Leasehold 8.3.2 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, the new lease any and all sums which would would, at the time of the execution and delivery thereof thereof, be due and unpaid pursuant to this Lease but for such rejection or termination (its termination, and in addition thereto any expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, to which Landlord shall have incurred been subjected by reason of such rejection the Event of Default;
8.3.3 The Senior Mortgagee shall perform and observe all covenants herein contained on Tenant’s part to be performed, and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under its terms, to the extent the same are curable or such termination may be performed by the Senior Mortgagee;
8.3.4 The tenant under the new lease shall have the same right, title and interest in and to all Improvements and tenant’s improvements located on the execution and delivery of Premises as Tenant had under the New terminated Lease and which have not otherwise been received immediately prior to its termination;
8.3.5 As a condition precedent to Landlord’s obligation to execute any new lease pursuant to this Section, the Mortgagee shall reimburse to Landlord all costs reasonably incurred by Landlord from Tenant or other party in interest under Tenantconnection with the preparation, review and/or execution of any such new lease, including, without limitation, reasonable attorneys’ fees and expenses; and
(iv) such Permitted Leasehold 8.3.6 Nothing herein contained shall require any Mortgagee to enter into a new lease pursuant to this Section, or its Permitted Leasehold Mortgagee Designee shall agree to remedy cure any Default of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeTenant referred to above.
Appears in 5 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected in by reason of any bankruptcydefault by Xxxxxx, insolvency or dissolution proceeding or is terminated by that Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of for the Leased Property Premises with such Permitted Leasehold Mortgagee the leasehold mortgagee or its Permitted Leasehold Mortgagee Designee nominee for the remainder of the term of this Lease, Lease Term effective as of the date of such termination, at the rent and additional rentother charges, and upon the terms, provisions, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of agreement contained in this Lease, subject only to the rights, if any, of the parties then in possession of any part of the Premises, provided:
(i) such Permitted Leasehold Mortgagee The mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee nominee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty fifteen (3015) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination and the written request shall be accompanied by any then due payment of rent and other charges under this Lease given pursuant to this Section 17.1(f);Lease; and the mortgagee or nominee shall execute and deliver the new lease within fifteen (15) days after Landlord has delivered it.
(iiiii) such Permitted Leasehold Mortgagee The mortgagee or its Permitted Leasehold Mortgagee Designee nominee shall pay or cause to be paid to Landlord Landlord, at the time of the execution and delivery of such New Leasethe new lease, any and all sums which would at the time of execution and delivery thereof then be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all any reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection default, including the costs of negotiation, approval and recording the new lease.
(iii) The mortgagee or such termination its nominee shall perform and observe all covenants in this Lease to be performed by Xxxxxx and shall further remedy any other conditions which Xxxxxx was obligated to perform under the execution and delivery terms of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; andthis Lease.
(iv) such Permitted Leasehold Mortgagee Landlord shall not warrant possession of the Premises to Tenant or its Permitted Leasehold Mortgagee Designee the leasehold mortgagee under the new lease.
(v) The new lease shall agree be expressly made subject to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orrights, if such defaults cannot be cured through any, of Tenant under this Lease.
(vi) The tenant under the payment of moneynew lease shall have the same right, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeetitle and interest in and to the Premises as Tenant has under this Lease.
Appears in 5 contracts
Samples: Ground Lease Agreement, Ground Lease Agreement, Ground Lease Agreement
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, in Section 17.1(dconnection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and Section 17.1(e) aboveremoved from this Lease, but rather and to simultaneously execute a substitute lease with respect to such Permitted Leasehold Mortgagee instead Separated Property(ies), in which case:
31.2.1 Lessor and Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (the “New Lease”) of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3 below (the “New Lease Effective Date”), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(ia) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(iib) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and
(c) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or New Lease).
31.2.2 Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its Permitted Leasehold Mortgagee Designee shall make rights, obligations and/or benefits hereunder (other than of a binding, written, irrevocable commitment to Landlord for de minimis nature).
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 31.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 5 contracts
Samples: Master Lease and Security Agreement (Hcp, Inc.), Master Lease and Security Agreement (Emeritus Corp\wa\), Master Lease and Security Agreement (Hcp, Inc.)
New Lease. In If this Lease terminates due to an Event of Default, and if at the event that date of such termination Tenant’s interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due subject to a default that is subject to cure by a Permitted Leasehold Mortgage, then the Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall will have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.06, which New Lease will become effective upon the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term termination of this Lease, effective as .
(a) Mortgagee may send written notice to Landlord in accordance with Article 25 of its exercise of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options option to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make obtain a binding, written, irrevocable commitment to Landlord for such New Lease at any time within thirty (30) days after of Mortgagee’s receipt from Landlord of notice of termination of this Lease. Upon such exercise and subject to the terms of this Section 10.06, Landlord will promptly enter into a New Lease of the Premises with the Mortgagee or any designee of the Mortgagee meeting the criteria set forth in Sections 10.01(c) and 10.01(e) (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease will be effective commencing from the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at and continuing for the time remainder of the Term and upon all of the same agreements, terms, covenants, and conditions of this Lease. Upon the execution and delivery of such a New Lease, the New Tenant will pay any and all sums which would at the time of the execution and delivery thereof of the New Lease be due pursuant to under this Lease but for such rejection its termination and New Tenant will commence to remedy any non-monetary Events of Default from this Lease (that remains uncured in the New Lease) and that are of a nature or termination type that are capable of being cured by a party other than Tenant and New Tenant (or Mortgagee, on New Tenant’s behalf) will pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with the Events of such rejection or such Default and termination of this Lease, the recovery of possession of said Xxxxxxxx and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonableness of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute will be determined by dispute resolution as provided in Article 34. Landlord will have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, will continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge, or encumbrance whether or not the same will then be in existence.
(c) If there is more than one Mortgagee, Landlord will enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.06.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement, or similar proceeding which would otherwise cause this Lease to terminate, will, without any action or consent by Landlord, Tenant, or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than 60 days after notice from Landlord of such transfer. Such Mortgagee will thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.06.
(e) Except as expressly provided in Section 10.04(e) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.06 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 4 contracts
Samples: Deed of Lease, Deed of Lease, Deed of Lease
New Lease. (i) In the event that this Lease is rejected terminated as a result of any default by Lessee hereunder or any other cause (including, without limitation, a rejection of this Lease by Lessee’s trustee in bankruptcy pursuant to 11 U.S.C. §365 or any bankruptcyequivalent provision of law), insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord Lessor shall provide each Permitted Leasehold Mortgagee with written notice Notice that this Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees and of all other defaults, if any, then known to Lessor. Lessor agrees, at the option of the Leasehold Mortgagee, to immediately enter into a new lease (hereinafter referred to as the “New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this LeaseLease with the same covenants, effective as of the date of terminationconditions and agreements (including, at the rent without limitation, any and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to extend or renew but excluding requirements which have already been fulfilled) the term of this Lease, providedbut excluding any requirements which have been satisfied by Lessee prior to termination) as are contained herein, subject only to (A) the conditions of title as the Leased Property is subject to on the date of the execution of the New Lease and which do not arise from a voluntary breach by Lessor of this Lease, and (B) the right, if any, of any parties under Subleases. Thereafter, the lessee under the New Lease shall have the same right, title and interest in and to the Leased Property as Lessee had under this Lease. The obligations of Lessor to enter into a New Lease shall be subject to the following conditions:
(iA) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord Lessor at the time of the execution and delivery of such New Lease, Lease any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord Lessor shall have incurred by reason of such rejection or Lessee’s default and such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord Lessor from Tenant Lessee or any other party in interest under TenantLessee; and
(ivB) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designees shall agree to remedy cure as soon as reasonably possible any of Tenant’s defaults of Lessee under the terminated Lease of which said Permitted Lessor shall have notified Leasehold Mortgagee was notified other than those defaults which, by Landlord’s Notice of Termination (their nature, are not susceptible to cure by a Leasehold Mortgagee and which, if not cured, will not materially harm or prejudice Lessor or its rights under this Lease or in the Leased Property.
(ii) The new lessee under any other written notice such New Lease shall be liable to perform the obligations imposed on the lessee by such New Lease only during the period such person has an ownership of Landlordthe leasehold estate created by such New Lease.
(iii) The new lessee under such New Lease shall, upon entering into such New Lease, acquire all of the right, title and which can be cured through interest of Lessee in and to any and all Subleases and upon the payment request of money orsuch new lessee, if Lessee shall execute, acknowledge and deliver to such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeenew lessee an assignment in recordable form evidencing such conveyance.
Appears in 4 contracts
Samples: Lease Agreement (Arc Logistics Partners LP), Lease Agreement (CorEnergy Infrastructure Trust, Inc.), Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.)
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice Notice that this Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term Term (including any Renewal Terms) of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 4 contracts
Samples: Master Lease (MGM Resorts International), Master Lease (VICI Properties L.P.), Master Lease (VICI Properties L.P.)
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default prior to the expiration of the term, or in any bankruptcy, insolvency or dissolution proceeding or is terminated the event of a rejection by Landlord following a or Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee this Lease under Section 17.1(d) and Section 17.1(e) aboveChapter 11 of the Bankruptcy Code, Landlord shall shall, in addition to providing the notices of default and termination as required by this Lease, provide each Permitted Leasehold Mortgagee with written notice that this the Lease has been rejected terminated or terminated (“Notice that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of Termination”)all sums which would at that time be due under this Lease but for such termination or rejection, andand of all other defaults, for if any, then known to Landlord. Upon any request of the avoidance of doubtLeasehold Mortgagee, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationits designee, Landlord agrees to enter into a new lease (“"New Lease”") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this Lease, effective as of the date of terminationtermination or rejection, as the case may be, at the rent and additional rentRent, and upon the terms, covenants and conditions (including all then-remaining options to renew transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, provided:
however, that (i) such Permitted the Leasehold Mortgagee or whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its Permitted Leasehold Mortgagee Designee shall comply with intent to enter into a New Lease to the applicable terms Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 22.2;
18.2.18 and (ii) such Permitted if the Senior Leasehold Mortgagee or does not exercise its Permitted right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee Designee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,
(a) Such Leasehold Mortgagee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease at the later of (1) within thirty one hundred (30100) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice 's notice of Termination termination or rejection of this Lease given pursuant to this Section 17.1(f);Subsection 18.2.18; or (2) within forty-five (45) days after the actual termination of the Lease as same may have been extended by Subsection 18.2.18 hereof.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys' fees, court costs and costs and disbursements which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from or on behalf of Tenant. Upon the execution of such New Lease, Landlord shall allow to Tenant named therein as an offset against the sums otherwise due under this Subsection 18.2.18 or other party under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the effective date of termination of this Lease to the date of the beginning of the lease term under the New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Section 18.2, the payment obligation shall be satisfied if Landlord shall be paid the amount not in interest under Tenant; and
(iv) controversy, and such Permitted Leasehold Mortgagee or its Permitted designee shall agree to pay any additional sum ultimately determined to be due.
(c) Such Leasehold Mortgagee Designee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written 's notice of Landlord) termination or rejection and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted such Leasehold Mortgagee or its Permitted designee.
(d) The Tenant under such New Lease shall have the same right, title and interest in and to the Premises and buildings and improvements thereon as Tenant under this Lease. Any holder of any such lien, charge or encumbrance or sublease shall execute such instruments of non-disturbance and/or attornment as the tenant under the New Lease may at any time require.
(e) The tenant under any New Lease shall be liable to perform the obligations imposed on the Tenant by such New Lease only for and during the period such person has ownership of the Premises.
(f) If more than one (1) Leasehold Mortgagee Designeeshall request a New Lease pursuant to this Section 18.3, Landlord shall enter into such New Lease with the Leasehold Mortgagee whose mortgage is in the first lien position, or with the designee of such Leasehold Mortgagee; provided, however, that the entering into of the New Lease by Landlord and Leasehold Mortgagee shall not affect the priority and position of any junior mortgages which may encumber the Premises. Landlord, without liability to Tenant or any Leasehold Mortgagee with an adverse claim, may rely upon a mortgagee title insurance policy issued by a responsible title insurance company doing business within the state in which the Premises is located as the basis for determining the appropriate Leasehold Mortgagee who is entitled to such New Lease.
(g) Concurrently with the execution and delivery of any New Lease, Landlord shall assign to the tenant named therein all of the right, title and interest in and to moneys (including insurance proceeds and condemnation awards), if any, then held by and payable by Landlord which Tenant would have been entitled to receive but for the termination of the Lease. Upon the execution of any New Lease, the tenant named therein shall be entitled to any rent received under any sublease in effect during the period from the date of termination of the Lease to the date of execution of such New Lease.
Appears in 4 contracts
Samples: Parking Facility Lease (Wynn Resorts LTD), Golf Course Lease (Wynn Resorts LTD), Driving Range Lease (Wynn Resorts LTD)
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default prior to the expiration of the term, or in any bankruptcy, insolvency or dissolution proceeding or is terminated the event of a rejection by Landlord following a or Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee this Lease under Section 17.1(d) and Section 17.1(e) aboveChapter 11 of the Bankruptcy Code, Landlord shall shall, in addition to providing the notices of default and termination as required by this Lease, provide each Permitted Leasehold Mortgagee with written notice that this the Lease has been rejected terminated or terminated (“Notice that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of Termination”)all sums which would at that time be due under this Lease but for such termination or rejection, andand of all other defaults, for if any, then known to Landlord. Upon any request of the avoidance of doubtLeasehold Mortgagee, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationits designee, Landlord agrees to enter into a new lease (“"New Lease”") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this Lease, effective as of the date of terminationtermination or rejection, as the case may be, at the rent and additional rentRent, and upon the terms, covenants and conditions (including all then-remaining options to renew transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, provided:
however, that (i) such Permitted the Leasehold Mortgagee or whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its Permitted Leasehold Mortgagee Designee shall comply with intent to enter into a New Lease to the applicable terms Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 22.2;
18.2.18 and (ii) such Permitted if the Senior Leasehold Mortgagee or does not exercise its Permitted right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee Designee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,
(a) Such Leasehold Mortgagee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease at the later of (1) within thirty one hundred (30100) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice 's notice of Termination termination or rejection of this Lease given pursuant to this Section 17.1(f);Subsection 18.2.18; or (2) within forty-five (45) days after the actual termination of the Lease as same may have been extended by Subsection 18.2.18 hereof.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys' fees, court costs and costs and disbursements which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from or on behalf of Tenant. Upon the execution of such New Lease, Landlord shall allow to Tenant named therein as an offset against the sums otherwise due under this Subsection 18.2.18 or other party under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the effective date of termination of this Lease to the date of the beginning of the lease term under the New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Section 18.2, the payment obligation shall be satisfied if Landlord shall be paid the amount not in interest under Tenant; and
(iv) controversy, and such Permitted Leasehold Mortgagee or its Permitted designee shall agree to pay any additional sum ultimately determined to be due.
(c) Such Leasehold Mortgagee Designee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written 's notice of Landlord) termination or rejection and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted such Leasehold Mortgagee or its Permitted designee.
(d) The Tenant under such New Lease shall have the same right, title and interest in and to the Premises and buildings and improvements thereon as Tenant under this Lease. Any holder of any such lien, charge or encumbrance or sublease shall execute such instruments of non-disturbance and/or attornment as the tenant under the New Lease may at any time require.
(e) The tenant under any New Lease shall be liable to perform the obligations imposed on the Tenant by such New Lease only for and during the period such person has ownership of the Premises.
(f) If more than one (1) Leasehold Mortgagee Designeeshall request a New Lease pursuant to this Section 18.3, Landlord shall enter into such New Lease with the Leasehold Mortgagee whose mortgage is in the first lien position, or with the designee of such Leasehold Mortgagee.
(g) Concurrently with the execution and delivery of any New Lease, Landlord shall assign to the tenant named therein all of the right, title and interest in and to moneys (including insurance proceeds and condemnation awards), if any, then held by and payable by Landlord which Tenant would have been entitled to receive but for the termination of the Lease. Upon the execution of any New Lease, the tenant named therein shall be entitled to any rent received under any sublease in effect during the period from the date of termination of the Lease to the date of execution of such New Lease.
Appears in 4 contracts
Samples: Driving Range Lease (Wynn Resorts LTD), Office Building Lease (Wynn Resorts LTD), Driving Range Lease (Wynn Resorts LTD)
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected in by reason of any bankruptcydefault by Tenant, insolvency or dissolution proceeding or is terminated by that Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of for the Leased Property Premises with such Permitted Leasehold Mortgagee the leasehold mortgagee or its Permitted Leasehold Mortgagee Designee nominee for the remainder of the term of this Lease, Lease Term effective as of the date of such termination, at the rent and additional rentother charges, and upon the terms, provisions, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of agreement contained in this Lease, subject only to the rights, if any, of the parties then in possession of any part of the Premises, provided:
(i) such Permitted Leasehold Mortgagee The mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee nominee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty fifteen (3015) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination and the written request shall be accompanied by any then due payment of rent and other charges under this Lease given pursuant to this Section 17.1(f);Lease; and the mortgagee or nominee shall execute and deliver the new lease within fifteen (15) days after Landlord has delivered it.
(iiiii) such Permitted Leasehold Mortgagee The mortgagee or its Permitted Leasehold Mortgagee Designee nominee shall pay or cause to be paid to Landlord Landlord, at the time of the execution and delivery of such New Leasethe new lease, any and all sums which would at the time of execution and delivery thereof then be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all any reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection default, including the costs of negotiation, approval and recording the new lease.
(iii) The mortgagee or such termination its nominee shall perform and observe all covenants in this Lease to be performed by Tenant and shall further remedy any other conditions which Tenant was obligated to perform under the execution and delivery terms of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; andthis Lease.
(iv) such Permitted Leasehold Mortgagee Landlord shall not warrant possession of the Premises to Tenant or its Permitted Leasehold Mortgagee Designee the leasehold mortgagee under the new lease.
(v) The new lease shall agree be expressly made subject to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orrights, if such defaults cannot be cured through any, of Tenant under this Lease.
(vi) The tenant under the payment of moneynew lease shall have the same right, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeetitle and interest in and to the Premises as Tenant has under this Lease.
Appears in 4 contracts
Samples: Ground Lease Agreement, Ground Lease Agreement, Ground Lease Agreement
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 4 contracts
Samples: Master Lease (PENN Entertainment, Inc.), Master Lease (PNK Entertainment, Inc.), Master Lease (Gaming & Leisure Properties, Inc.)
New Lease. In the event that this of the termination of the Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to which Administrative Agent had the opportunity to, but did not, cure by a Permitted Leasehold Mortgagee under Section 17.1(d) such default as set forth in Sections 3 and Section 17.1(e) 4 above, Landlord shall provide each Permitted Leasehold Mortgagee Administrative Agent with written notice that this the Lease has been rejected or terminated (“Notice of Termination”), andtogether with a statement of all sums which would at that time be due under the Lease but for such termination, for the avoidance and of doubtall other defaults, upon delivery of such Notice of Terminationif any, then known to Landlord. Provided that no Permitted Leasehold Mortgagee shall have Mortgage that complies with the rights as described terms set forth in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have 17.1 of the rights described Lease is then in this Section 17.1(f)). Following any such rejection or terminationeffect, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property then subject to the terms of the Lease with such Permitted Leasehold Mortgagee the Administrative Agent or its Permitted Leasehold Mortgagee Designee designee (in each case if a Discretionary COC Transferee) for the remainder of the term of this the Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this the Lease, provided:
(i) such Permitted Leasehold Mortgagee a. Administrative Agent or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee that Administrative Agent receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f)5;
(iii) such Permitted Leasehold Mortgagee b. Administrative Agent or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this the Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee c. Administrative Agent or its Permitted Leasehold Mortgagee Designee designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee Administrative Agent was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee Administrative Agent or its Permitted Leasehold Mortgagee Designeedesignee.
Appears in 3 contracts
Samples: Credit Agreement (Windstream Services, LLC), Recognition Agreement (Communications Sales & Leasing, Inc.), Recognition Agreement (Windstream Services, LLC)
New Lease. In the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following as a Tenant Event result of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveTenant’s default, Landlord shall shall, in addition to providing the notices of default and termination as required by subparagraph 16.5.2, provide each Permitted Leasehold Mortgagee with prompt written notice that this the Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums that would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Land with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Purchaser for the remainder of the term of this Lease, effective as of the date of termination, at the rent Rent and additional rentAdditional Rent, and upon on the terms, covenants covenants, and conditions (including all then-remaining options to renew but excluding requirements which that are no longer applicable or that have already been fulfilled) of this Lease, but subject to all of the provisions of this Lease which limit the use of Tenant’s intellectual property, including without limitation, Tenant’s trademarks, servicemarks, trade names and other proprietary information, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request on Landlord for such the New Lease within thirty sixty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Termination Notice of Termination of this Lease given pursuant to this Section 17.1(f);Paragraph.
(iiiii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Purchaser shall pay or cause to be paid to Landlord at the time of the execution and delivery of such the New Lease, any and all sums which that would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, which that Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which that have not otherwise been received by Landlord from Tenant Tenant. On the execution of the New Lease, Landlord shall allow to the tenant named therein as an offset against the sums otherwise due under this subparagraph or other party under the New Lease, an amount equal to the net income derived by Landlord from the Land during the period from the date of termination of this Lease to the date of the beginning of the term of the New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this subparagraph, the payment obligation shall be satisfied if the Landlord shall be paid the amount not in interest under Tenant; and
(iv) such Permitted controversy, and the Leasehold Mortgagee or its Permitted designee shall agree to pay an additional sum ultimately determined to be due plus interest at the then maximum legal rate and this obligation shall be adequately secured.
(iii) Leasehold Mortgagee Designee or Purchaser shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted designee.
(iv) The Leasehold Mortgagee Designeeor Purchaser, as tenant under any such New Lease, shall be liable to perform the obligations imposed on the tenant by the New Lease only during the period such person has ownership of such leasehold estate.
Appears in 3 contracts
Samples: Ground Lease, Ground Lease (Palace Entertainment Holdings, Inc.), Ground Lease (Palace Entertainment Holdings, Inc.)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for the avoidance of doubt, any amounts that become due prior to and remained remain unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 3 contracts
Samples: Lease Amendment (Caesars Entertainment, Inc.), Lease (Vici Properties Inc.), Lease (Vici Properties Inc.)
New Lease. In (A) The Surety further covenants with the Landlord that if any event that or default occurs rendering this Lease liable to forfeiture or disclaimer and this Lease is rejected in any bankruptcy, insolvency forfeited or dissolution proceeding disclaimed the Surety or is terminated such of the persons for the time being comprising the Surety as the Landlord may choose shall upon being required so to do by the Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected given no more than three months after such forfeiture or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into disclaimer take up a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for demised premises and deliver a duly executed counterpart to the remainder of Landlord upon the term of same terms as this Lease, effective as of the date of termination, Lease and at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options payable under this Lease immediately prior to renew but excluding requirements which have already been fulfilled) of this Lease, providedsuch forfeiture or disclaimer save that:
(i) the term will commence on the date of such Permitted Leasehold Mortgagee notice and expire on the date the Term specified in the Lease Details is due to expire or would have expired but for its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2having already ended;
(ii) so far as there are outstanding breaches of the tenant's covenants in this Lease, the Landlord may require without prejudice to its other remedies that such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make lease contains a binding, written, irrevocable commitment covenant that the breaches will be remedied promptly at the proper cost of the Surety to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives reasonable satisfaction of the Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);; and
(iii) where a review date has passed and the principal yearly rent payable by the Tenant from that review date has not been ascertained in accordance with Schedule 4, such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee lease shall provide for an additional review of the principal yearly rent payable under it on the first day of the term of such lease as at the review date that has passed on the same basis as set out in this Lease.
(B) If the Landlord does not require the Tenant to take a new lease as referred to in paragraph 3.2(A) hereof the Surety shall pay to the Landlord a sum equal to the rents reserved by this Lease which would have been payable but for the disclaimer or cause to be paid to Landlord at the time forfeiture in respect of the execution and delivery period from the date of forfeiture or disclaimer until the earlier of the date
(a) nine months after the date of such New Leaseforfeiture or disclaimer;
(b) upon which the demised premises are relet on the basis that the rents are payable at their full contractual rate, disregarding any and all sums period of reduced rent normally allowed for fitting out; and
(c) which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of is the date of the Notice expiration of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which the term and upon such sum being paid to the Landlord the Surety shall be automatically released from any further obligation to the Landlord without the requirement of a formal deed of release (but so that the Landlord shall have incurred if the Surety so requires and at the Surety's proper cost execute a deed in favour of the Surety (in such form as the Surety shall reasonably require) releasing the Surety from its obligations to the Landlord under this Lease).
(C) The Surety will
(i) join in any consent, approval or licence lawfully required by reason any other person interested in the demised premises in connection with the grant of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenantlease; and
(ivii) on completion of such Permitted Leasehold Mortgagee lease indemnify the Landlord against its costs in connection with the obtaining of any such consent, approval or its Permitted Leasehold Mortgagee Designee shall agree to remedy any licence and the grant of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeelease.
Appears in 3 contracts
Samples: Lease Agreement (Lecg Corp), Lease Agreement (Lecg Corp), Lease Agreement (Lecg Corp)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.222.2(ii) (including clauses (1) through (4) thereof);
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained remain unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 3 contracts
Samples: Lease Agreement (CAESARS ENTERTAINMENT Corp), Lease Agreement (Vici Properties Inc.), Purchase and Sale Agreement (Vici Properties Inc.)
New Lease. In the event that of any termination of this Lease is rejected in of which Landlord has received written notice by reason of a surrender, cancellation, or termination by Tenant, or as a result of the rejection or disaffirmance of this Lease pursuant to bankruptcy law or other Law affecting creditors rights, or as a result of any bankruptcyother termination of this Lease for any reason, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, then Landlord shall provide deliver notice to each Permitted Leasehold Mortgagee with written notice Lender that this the Lease has been rejected terminated or terminated (“Notice rejected, as applicable. The notice shall include a statement of Termination”), and, all Rent that would be due under this Lease but for the avoidance termination hereof or the rejection of doubtthis Lease, upon delivery as applicable, and all other Events of Default, or breaches under this Lease, that are then known to Landlord, without the duty of inquiry; provided that in no event shall such notice prevent or estop Landlord from asserting other breaches under the Lease or Events of Default that become known to Landlord after the time the notice is sent to the Permitted Lender. The Permitted Mortgage Lender (a “New Tenant”) shall then have the option, to be exercised within sixty (60) days following receipt of such Notice notice of Terminationtermination or rejection, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) aboveapplicable, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) with Landlord and, if Permitted Mortgage Lender does not exercise such option within such sixty- (60-) day period, then, if MICC or an Affiliate of MICC is the Permitted Mezzanine Lender (also referred to herein as a “New Tenant”), it shall have the option, to be exercised no later than seventy-five (75) days following receipt of such notice of termination, to enter into a New Lease with Landlord (the period of time during which any Permitted Lender may require a New Lease, the “New Lease Period”), in each case, on the following terms and conditions:
(i) The New Lease shall commence as of the Leased Property with such Permitted Leasehold Mortgagee date of the termination or its Permitted Leasehold Mortgagee Designee rejection of this Lease, as applicable, and shall be for the remainder of the term of Term, and at the Rent, terms, covenants, and conditions as this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;.
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time Upon execution of the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which that would at the time of execution and delivery thereof be due pursuant to under this Lease Lease, but for such rejection or termination, and shall pay all expenses, costs, attorneys' fees, court costs, and disbursements incurred by Landlord in connection with any default and termination (includingof this Lease, for avoidance recovery of doubt, any amounts that become due prior to and remained unpaid as possession of the date Premises, and the execution, preparation and delivery of the Notice New Lease.
(iii) Upon execution of Termination) andthe New Lease, in addition thereto, the New Tenant shall cure all reasonable expenses, including reasonable documented attorney’s feesother defaults under this Lease, which have not yet been cured (other than any Incurable Default), with due diligence in a timely manner in accordance with the cure periods under the Lease assuming such cure periods commence with the execution of the New Lease and without additional notice (provided that Landlord shall have incurred by reason has already provided such notice of such rejection or such termination and default to New Tenant).
(iv) Nothing herein shall be construed to require Landlord to deliver possession of the Premises to the New Tenant. Upon execution and delivery of the New Lease Lease, the New Tenant may take any and which have all appropriate actions as may be necessary to remove parties in possession from the Premises. Landlord shall not otherwise been received by Landlord from Tenant grant any real property interest in the Premises during the sixty (60) day period, or other party seventy-five (75) day period, as applicable set forth in interest under Tenant; andSection 10.3.2(d).
(ivv) The sublessee under each Sublease shall be deemed to have agreed that each sublessee whose Sublease was in effect immediately prior to the execution of such New Lease shall, on the date of its execution or the commencement of its term, whichever is later, pursuant to its Sublease, attorn to the New Tenant and the New Tenant shall accept such attornment of each Sublease which was entered into in compliance with the terms hereof; provided that Landlord shall have no obligation to require the same of sublessee and shall have no liability to New Tenant resulting from the failure of any sublessee to comply with this Section 10.3.2(d)(v). During such sixty (60) day period and thereafter if Permitted Leasehold Mortgagee Lender timely accepts such offer of a New Lease until the termination or its expiration of such New Lease, ownership of the Improvements (excluding the Convention Center for so long as the Convention Center is subject to public financing and the Convention Center Subleases) shall not vest in Landlord, and the Permitted Leasehold Mortgagee Designee Lender’s lien in and to the Improvements shall agree to remedy any continue unaffected by the termination of Tenant’s defaults of which this Lease. Should neither the Permitted Mortgage Lender, nor an SPE Lender Affiliate, nor MICC accept said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination offer for such New Lease in writing within said sixty (60) day or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.seventy-five
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
New Lease. In the event that this Lease Sublease is rejected in or disaffirmed pursuant to bankruptcy law or any bankruptcyother law affecting creditor’s rights, insolvency or dissolution proceeding or then, so long as a Leasehold Mortgagee has cured any monetary defaults and is terminated by Landlord following a Tenant Event of Default making commercially reasonable efforts to cure any non-monetary defaults (other than due to a default that is subject to cure by a Permitted the bankruptcy of Sublandlord) as provided herein, Subtenant shall, within ten (10) days following receipt of written request from such Leasehold Mortgagee under Section 17.1(dreceived within forty-five (45) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following days after any such termination, rejection or terminationdisaffirmance, Landlord agrees to without demanding additional consideration therefor, enter into a new lease agreement in favor of such Leasehold Mortgagee, which new agreement shall (“New Lease”i) contain the same covenants, agreements, terms, provisions and limitations as this Sublease (except for any requirements that have been fulfilled by Sublandlord prior to such termination, rejection or disaffirmance), (ii) be for a term commencing on the date of the Leased Property with such Permitted Leasehold Mortgagee termination, rejection or its Permitted Leasehold Mortgagee Designee disaffirmance, and continuing for the remainder of the remaining term of this Lease, effective as of the date of Sublease before giving effect to such termination, at the rent rejection or disaffirmance and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) enjoy the same priority as this Sublease over any lien, encumbrance or other interest created by Subtenant; and, until such Permitted time as such new agreement is executed and delivered, the Leasehold Mortgagee or its Permitted may enter, use and enjoy the Sublease Premises and conduct operations thereon as if this Sublease were still in effect. At the option of the Leasehold Mortgagee, the new agreement may be executed by a designee of such Leasehold Mortgagee, without the Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at assuming the time burdens and obligations of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Sublandlord thereunder. If more than one Leasehold Mortgagee or its Permitted makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted whose Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or Mortgage is senior in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeepriority.
Appears in 2 contracts
Samples: Option Agreement, Solar Energy Site Lease and Easement Agreement
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.06.
(a) Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder any designee of the term of this LeaseMortgagee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective as of the date of termination, at termination of this Lease and shall be for the rent and additional rent, remainder of the Term and upon all of the same agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection its termination, as aforesaid, and shall otherwise with reasonable diligence commence to remedy any non-monetary Events of Default under this Lease that are of a nature or termination (type that are capable of being cured by a party other than Tenant and shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with such Events of such rejection or such termination Default and termination, the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, Landlord shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.06.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.06.
(e) Except as expressly provided in Section 10.04(e) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.06 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 2 contracts
Samples: Ground Lease, Ground Lease
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity (without legal impediment) to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, including pursuant to the disaffirmance or rejection of this Master Lease by Tenant in a bankruptcy, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease Master Xxxxx has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) or any other transferee permitted to be assigned the Lease without consent of the Landlord pursuant to Section 22.2(iii)(z), for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 2 contracts
Samples: Master Lease (Gaming & Leisure Properties, Inc.), Master Lease (Eldorado Resorts, Inc.)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, in Section 17.1(dconnection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and Section 17.1(e) aboveremoved from this Lease, but rather and to simultaneously execute a substitute lease with respect to such Permitted Leasehold Mortgagee instead Separated Property(ies), in which case:
31.2.1 Lessor and Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (the “New Lease”) of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3 below (the “New Lease Effective Date”), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, provided:but with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property and the survival of the Surviving Prior Lease Documents with respect to the applicable Lessors (or their successors) party thereto (if such Surviving Prior Lease Documents shall not have previously expired or terminated), including specifically the following: Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
(a) The total monthly Minimum Rent and Additional Rent payable under such New Lease shall be the total applicable monthly Allocated Minimum Rent and Allocated Additional Rent with respect to such Separated Property(ies);
(b) All Minimum Rent and Additional Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent and Additional Rent increases; and
(c) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such New Lease).
31.2.2 Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its rights, obligations and/or benefits hereunder (other than of a de minimis nature).
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease shall be effective on the date which is the earlier of (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
date the New Lease is fully executed and delivered by the parties thereto and (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make the date specified in the written notice from Lessor to Lessee requiring a binding, written, irrevocable commitment to Landlord for such New Lease within thirty as described above, which date shall be no sooner than ten (3010) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 31.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 2 contracts
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)
New Lease. In 3.1 If the event that this Lease is rejected disclaimed by a liquidator or a trustee in any bankruptcy, insolvency bankruptcy of the Assignee or dissolution proceeding the Assignee is wound up or ceases to exist [:
(a) the Tenant will accept the New Lease from the Landlord [;and
3.1.1. the Guarantor will guarantee the performance by the Tenant of its obligations under the New Lease on the same terms as the guarantee contained in the Lease] (if so required by the Landlord by written notice to the Tenant [and the Guarantor] within 6 months after the Landlord receives notice of that disclaimer or winding up or cessation of existence) and the Tenant [and the Guarantor] shall execute and deliver a counterpart of the Lease within one month after service of the Landlord’s request.
3.2 The rights and obligations under the New Lease shall take effect from the date of the disclaimer or forfeiture or winding up or cessation of existence and the New Lease shall:
(a) be for a term that expires on the same date as the Term;
3.2.1. (subject to the provisions of clause 3.3) reserve as an initial annual rent an amount equal to the rent which is terminated reserved by Landlord following a Tenant Event the Lease on the date of Default other than due to a default that the disclaimer or winding up or cessation of existence and which is subject to cure review on the same terms and dates provided by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), the Lease; [and, for ]
3.2.2. otherwise be on terms no more onerous than the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have Lease.
3.3 If on the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) commencement date of the Leased Property with New Lease a rent review date has occurred under the terms of the Lease but the reviewed rent has not been agreed or determined then the rent first reserved by the New Lease will initially be equal to the rent payable under the Lease immediately prior to such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for rent review date but the remainder second day of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease will be an additional rent review date under the New Lease.
3.4 The Tenant shall pay the Landlord’s solicitors costs and which have disbursements (on a full indemnity basis) and any VAT on them in relation to the New Lease.
3.5 If the Landlord does not otherwise been received by require the Tenant to take a new lease of the Premises, the Tenant will pay to the Landlord from Tenant on demand a sum equivalent to the rents or other party in interest sums payable under Tenant; and
(iv) such Permitted Leasehold Mortgagee the Lease for a period of 6 months or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through until the payment of money orLandlord re-lets the Premises, if such defaults cannot be cured through whichever is the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeearlier.
Appears in 2 contracts
Samples: Lease (Gw Pharmaceuticals PLC), Lease (Gw Pharmaceuticals PLC)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord Lessor agrees to enter into a new lease --------- (“"New Lease”") of the Leased Property Properties with such Permitted the Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee ----------- designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of identical to this Lease, provided:
(ia) such Permitted The Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord written request upon Lessor for such New Lease within thirty sixty (3060) days after the date such Permitted the Leasehold Mortgagee receives Landlord’s Lessor's Notice of Termination of this Lease given pursuant to this Section 17.1(f);22.7.
(iiib) such Permitted The Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord Lessor at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s 's fees, which Landlord Lessor shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord Lessor from Tenant or other party in interest under Tenant; and
(iv. Upon the execution of such New Lease, Lessor shall allow to the Tenant named therein as an offset against the sums otherwise due under this Section 22.7(b) or under the New Lease, an amount equal to the net income derived by Lessor from the Leased Properties during the period from the date of termination of this Lease to the date of the beginning of the Lease term of such Permitted New Lease. In the event of a controversy as to the amount to be paid to Lessor pursuant to this Section 22.7(b), the payment obligation shall be satisfied if Lessor shall be paid the amount not in controversy, and the Leasehold Mortgagee or its Permitted designee shall agree to pay any additional sum ultimately determined to be due plus interest at the Overdue Rate and such obligation shall be adequately secured.
(c) The Leasehold Mortgagee Designee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Lessor's Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeedesignee.
(d) The Tenant under such New Lease shall have the same right, title and interest in and to the Leased Properties and the buildings and improvements thereon as Tenant had under this Lease.
(e) The Tenant under any such New Lease shall be liable to perform the obligations imposed on the Tenant by such New Lease only during the period such person has ownership of such leasehold estate.
Appears in 2 contracts
Samples: Master Lease Agreement (Vencor Healthcare Inc), Master Lease Agreement (Ventas Inc)
New Lease. In the event that of termination of this Lease is rejected in for any bankruptcyreason prior to its stated expiration date, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted will give the Leasehold Mortgagee under Section 17.1(dnotice of such termination within seven (7) and Section 17.1(ecalendar days after such termination. If the Leasehold Mortgagee gives notice of its request upon Landlord for the new lease within a period of forty-five (45) abovecalendar days from the date such notice of termination is delivered to the Leasehold Mortgagee, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated shall, within fourteen (“Notice of Termination”), and, for the avoidance of doubt, upon delivery 14) calendar days after Xxxxxxxx’s receipt of such Notice Leasehold Mortgagee’s notice of Terminationa request for a new lease, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted the Leasehold Mortgagee (or its Permitted Leasehold Mortgagee Designee designee or nominee) for the remainder of the term of this Lease, effective as immediately upon such termination of the date of terminationsuch prior Lease, at the rent and additional rent, rental and upon the covenants, agreements, terms, covenants conditions and conditions limitations (including all then-remaining options except as may have been previously fulfilled or as may be inapplicable to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted the Leasehold Mortgagee or its Permitted designee or nominee) otherwise herein contained; provided that the Leasehold Mortgagee Designee shall comply with agrees in the new lease to cure, within the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time cure period commencing on execution of the execution and delivery of such New Leasenew lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s then existing defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any Tenant other written notice of Landlord) and which can be cured through the payment of money or, if such than defaults cannot be cured through the payment of money, are reasonably reasonable susceptible of being cured by Permitted the Leasehold Mortgagee (including, without limitation, any default by reason of any bankruptcy, insolvency, actions by or for the benefit of creditors, or indebtedness of Tenant). If there is more than one Leasehold Mortgagee at the time of such termination, the term “Leasehold Mortgagee” as used herein shall be deemed to refer only to the senior Leasehold Mortgagee; provided that the senior Leasehold Mortgagee may, prior to the expiration of the forty-five (45) day period described above, assign to any other Leasehold Mortgagee (or its Permitted designee or nominee) such senior Leasehold Mortgagee DesigneeMortgagee’s rights hereunder to give notice of the request for a new lease and to enter into a new lease with Landlord as provided above.
Appears in 2 contracts
Samples: Ground Lease, Ground Lease
New Lease. In the event that If this Lease is rejected terminated for any reason, or in any bankruptcy, insolvency the event of the rejection or dissolution proceeding or is terminated by Landlord following a Tenant Event disaffirmance of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected pursuant to bankruptcy law or terminated (“Notice of Termination”)other law affecting creditors’ rights, and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to Lessor will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted a Leasehold Mortgagee Mortgagee, or its Permitted any Eligible Lessee, not less than ten (10) nor more than thirty (30) days after the request of a Leasehold Mortgagee Designee Mortgagee, for the remainder of the term of this Leaseterm, including any renewals, effective as of the date of such termination, rejection, or disaffirmance, upon all the terms and provisions contained in this Lease, provided that (i) the Leasehold Mortgagee makes a written request to the Lessor for such new lease within ninety (90) days after the effective date of such termination, rejection, or disaffirmance, as the case may be, and such written request is accompanied by a copy of the new lease, prepared at the rent Leasehold Mortgagee’s expense, duly executed and additional acknowledged by the Leasehold Mortgagee, or the party designated by the Leasehold Mortgagee to be the lessee under the new lease, and (ii) the Leasehold Mortgagee cures all defaults under this Lease that can be cured by the Leasehold Mortgagee or its agent, pays or causes to be paid any and all delinquent real estate taxes and annual installments of special assessments on the Premises, and pays to the Lessor all rent, current or delinquent, that would at the time of such execution and upon delivery be due and payable by the termsLessee under this Lease but for such rejection, covenants and conditions disaffirmance, or termination, notwithstanding anything herein to the contrary. If the Leasehold Mortgagee, or the party so designated by the Leasehold Mortgagee, enters into a new lease with the Lessor pursuant to this subparagraph, then any default under this Lease that, because the default is personal to the Lessee (including all then-remaining options such as bankruptcy), cannot reasonably be cured by the new lessee, will be deemed cured. Any new lease made pursuant to renew but excluding requirements which this subparagraph will have already been fulfilled) the same priority of lien as this Lease. The provisions of this subparagraph will survive the termination, rejection, or disaffirmance of this Lease, provided:
(i) and will continue in full effect thereafter to the same extent as if this subparagraph were a separate and independent contract made by the Lessor, Lessee and any Leasehold Mortgagee, and from the effective date of such Permitted Leasehold Mortgagee termination, rejection, or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination disaffirmance of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time date of the execution and delivery of such New Leasenew lease, any Leasehold Mortgagee may use and all sums which would at enjoy the time of execution and delivery thereof be due pursuant to leasehold estate created by this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified without hindrance by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
New Lease. In the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following as a Tenant result of an Event of Default other than due to a default that is subject to cure has not been cured by a Permitted either Tenant or the Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveMortgagee, Landlord shall promptly, within a reasonable time, provide each Permitted Leasehold Mortgagee with written notice that this the Lease has been rejected or terminated (the “Notice of TerminationNew Lease Notice”), andtogether with a statement of all sums which would at that time be due under this Lease but for such termination and of all other defaults, for the avoidance of doubtif any, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f))then known to Landlord. Following any such rejection or termination, Landlord Xxxxxxxx agrees to enter into a new lease (the “New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee affiliated designee for the remainder of the term Term of this Lease, effective as of the date of termination, at the rent and additional rent, same Rent and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, ; provided:
(ia) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s New Lease Notice of Termination of this Lease given pursuant to this Section 17.1(f);14.8.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee affiliated designee shall agree to remedy any of Tenant’s defaults of which said Permitted such Leasehold Mortgagee was notified by Landlord’s New Lease Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible capable of being so cured by Permitted Leasehold Mortgagee or its Permitted such designee.
(c) Any New Lease made pursuant to this Section 14.8 shall have the same priority with respect to any mortgage or other lien, charge or encumbrance on the Premises as this Lease, and the tenant under such New Lease shall have the same right, title and interest in and to the Premises and the Leasehold Mortgagee DesigneeImprovements as Tenant had under this Lease as of the date of the New Lease.
Appears in 2 contracts
Samples: Ground Lease, Ground Lease
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05.
(a) Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder any designee of the term of this LeaseMortgagee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective as of the date of termination, at termination of this Lease and shall be for the rent and additional rent, remainder of the Term and upon all of the same agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection its termination, as aforesaid, and shall otherwise with reasonable diligence commence to remedy any non-monetary Events of Default under this Lease that are of a nature or termination (type that are capable of being cured by a party other than Tenant and shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with such Events of such rejection or such termination Default and termination, the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, Landlord shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.05.
(e) Except as expressly provided in Section 10.04(f) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.05 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 2 contracts
Samples: Deed of Lease, Ground Lease
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.06.
(a) Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder any designee of the term of this LeaseMortgagee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective as of the date of termination, at termination of this Lease and shall be for the rent and additional rent, remainder of the Term and upon all of the same agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection its termination, as aforesaid, and shall otherwise with reasonable diligence commence to remedy any non-monetary Events of Default under this Lease that are of a nature or termination (type that are capable of being cured by a party other than Tenant and shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with such Events of such rejection or such termination Default and termination, the recovery of possession of said Xxxxxxxx and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, Landlord shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.06.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.06.
(e) Except as expressly provided in Section 10.04(e) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.06 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 2 contracts
Samples: Ground Lease, Ground Lease
New Lease. In the event that of a termination of this Lease is rejected LEASE for any reason whatsoever or upon the rejection of this LEASE by LESSEE or a trustee in connection with any bankruptcybankruptcy proceeding, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event CALTRANS will promptly notify the LEASEHOLD LENDER of Default other than such termination and the amount of the sums then due to CALTRANS under this LEASE, and the LEASEHOLD LENDER will have, within a default that is subject period of forty- five (45) days, the right to cure by a Permitted Leasehold Mortgagee under Section 17.1(drequire CALTRANS to (and CALTRANS will) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property PROPERTY with such Permitted Leasehold Mortgagee the LEASEHOLD LENDER or its Permitted Leasehold Mortgagee Designee nominee or designee in accordance with the following provisions:
21.4.1 The LEASEHOLD LENDER or its nominee or designee will be entitled to such new lease if the LEASEHOLD LENDER makes written request upon CALTRANS for such new lease on or before the date which is forty-five (45) days after the date on which the LEASEHOLD LENDER receives the notice from CALTRANS of such termination and if such written request is accompanied by the LEASEHOLD LENDER’s written agreement to pay to CALTRANS simultaneously with the execution and delivery of the new lease, and as a condition precedent to the effectiveness thereof, all sums then due to CALTRANS under this LEASE, including all rent and all expenses of CALTRANS, including reasonable attorneys’ fees and reasonable court costs incurred by CALTRANS in connection with any and all defaults by LESSEE, the termination of this LEASE and the preparation of the new lease.
21.4.2 Such new lease will be for what would have been the remainder of the term of TERM (if this LeaseLEASE had not been terminated), effective as of the date of such termination, and at the same rent and additional rent, and upon the same terms, provisions, covenants and conditions agreements as herein contained (other than ministerial changes), including all then-remaining rights and options herein contained.
21.4.3 Such new lease will be prior to renew but excluding requirements which have already been fulfilled) any mortgage or other lien, charge or encumbrance on CALTRANS’s interest in the PROPERTY. Such new lease will, however, be subject to the same conditions of title as this LeaseLEASE is subject to on the date immediately preceding such termination.
21.4.4 If more than one LEASEHOLD LENDER makes written request upon CALTRANS in accordance with the provisions hereof for a new lease, provided:the new lease will be delivered pursuant to the request of the LEASEHOLD LENDER holding the LEASEHOLD DEED OF TRUST that is prior in lien to all other LEASEHOLD DEEDS OF TRUST (the “FIRST LEASEHOLD LENDER”), unless the FIRST LEASEHOLD LENDER otherwise agrees in writing.
(i) such Permitted Leasehold Mortgagee 21.4.5 The conveyance by the LEASEHOLD LENDER or its Permitted Leasehold Mortgagee Designee shall comply nominee or designee of its interest as tenant under the new lease and in and to the PROPERTY will be permitted in accordance with the applicable terms of Section 22.2;21.1.
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and 21.4.6 Concurrently with the execution and delivery of the New Lease new lease, CALTRANS will assign to the tenant named therein (without recourse, representation or warranty) all of its right, title and which have not otherwise been received by Landlord from Tenant or other party interest in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree and to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money ormonies, if any, then held by or payable to CALTRANS which LESSEE would have been entitled to receive but for the termination of this LEASE (including all rents received from subtenants during such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeperiod).
Appears in 2 contracts
Samples: Right of Way Use Agreement, Right of Way Use Agreement
New Lease. In the If this Lease is terminated for any reason, including, but not limited to any termination following Mortgagee’s failure to cure an event that of default as permitted in Section 16.1, or if this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding disaffirmed pursuant to bankruptcy laws or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovelaws affecting creditors’ rights, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee, or any party designated by the Mortgagee or its Permitted Leasehold (other than an Excluded Sublessee/Assignee Party), within thirty (30) days after the request of Mortgagee Designee for the remainder of the term of this Lease, referred to below. The new lease shall be effective as of the date of termination, at the rent rejection or disaffirmance of this Lease and additional rent, and shall be upon the terms, covenants same terms and conditions provisions contained in this Lease (including all then-remaining options the amount of the Base Rent and other sums due from Tenant hereunder). In order to renew but excluding requirements which have already been fulfilled) of this Leaseobtain a new lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall must make a binding, written, irrevocable commitment written request to Landlord for such New Lease the new lease within thirty sixty (3060) days after Mortgagee is notified of the effective date such Permitted Leasehold of termination, rejection or disaffirmance of the Lease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee receives Landlordor the party designated by Mortgagee as tenant. In addition, Mortgagee must cure all Events of Default under the Lease. Mortgagee’s Notice rights under this Section 16.3 are in addition to, and not limited by, Mortgagee’s right to cure under Section 16.1. The provisions of Termination this Section 16.3 are a separate and independent covenant made by Landlord to and for the benefit of Mortgagee. From the effective date of termination, rejection or disaffirmance of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time date of the execution and delivery of such New Leasenew lease or the expiration of the period during which Mortgagee may request a new lease, Mortgagee may, upon payment of the Base Rent and any and all other sums which would at the time of execution and delivery thereof as may be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any and performance of Tenant’s defaults obligations under this Lease, use and enjoy the leasehold estate in accordance with the terms of which said Permitted Leasehold Mortgagee was notified this Lease without hindrance by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 2 contracts
Samples: Ground Lease (CNL Healthcare Properties, Inc.), Ground Lease (CNL Healthcare Properties, Inc.)
New Lease. In Except as expressly provided in the last sentence of this Section, in the event that of a termination of this Lease is rejected in for any bankruptcyreason including, insolvency without limitation, by reason of any Default or dissolution proceeding the rejection or is terminated by Landlord following a Tenant Event disaffirmance of Default this Lease pursuant to bankruptcy law or other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovelaw affecting creditors rights, Landlord shall provide each Permitted Leasehold Mortgagee with give prompt notice thereof to any Lenders who have requested notice from Landlord in writing and furnished their names and addresses to Landlord. Landlord shall, on written notice that this Lease has been rejected or terminated request of any such Lender, made at any time within ninety (“Notice of Termination”), and, for 90) days after the avoidance of doubt, upon delivery giving of such Notice of Terminationnotice by Landlord, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for Lender within twenty (20) days after the remainder receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of terminationsuch termination of this Lease and shall be for the remainder of the Term of this Lease, at the rent and additional rentprovided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
agreements as are herein contained; provided that such Lender shall: (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, said new lease any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior Rent payable by Tenant hereunder to and remained unpaid as including the date thereof, less the net amount (i.e., net of all reasonable expenses) of all sums received by Landlord from any Subtenants in occupancy of any part or parts of the Leased Premises and/or Improvements up to the date of the Notice commencement of Terminationsuch new lease; (ii) and, in addition thereto, pay all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason costs resulting from the preparation and execution of such rejection new lease; and (iii) on or such termination and prior to the execution and delivery of said new lease, agree in writing that promptly following the New Lease delivery of such new lease, such Lender will perform or cause to be performed all of the other covenants and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of agreements herein contained on Tenant’s defaults part to be performed to the extent that Tenant shall have failed to perform the same to the date of which said Permitted Leasehold Mortgagee was notified delivery of such new lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Leased Premises to such Lender unless Landlord at the time of the execution and delivery of such new lease shall have obtained physical possession thereof. Notwithstanding anything contained in this Section 8.6 to the contrary, Lender’s leasehold interest in the Leased Premises pursuant to the new lease shall be subject to any claims by Landlord’s Notice Tenant that it has a right to possession of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLeased Premises.
Appears in 2 contracts
Samples: Disposition and Development Agreement, Disposition and Development Agreement
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05, which New Lease shall become effective upon the termination of this Lease.
(a) Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold any designee of the Mortgagee Designee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective commencing from the date of termination of this Lease and continuing for the remainder of the term of this Lease, effective as Term and upon all of the date of terminationsame agreements, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such a New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof of the New Lease be due pursuant to under this Lease but for such rejection its termination and New Tenant shall commence to remedy any non-monetary Events of Default from this Lease (that remains uncured in the New Lease) and that are of a nature or termination type that are capable of being cured by a party other than Tenant and New Tenant (or Mortgagee, on New Tenant’s behalf) shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with the Events of such rejection or such Default and termination of this Lease, the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non- monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, Landlord shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.05.
(e) Except as expressly provided in Section 10.04(f) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.05 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 2 contracts
Samples: Deed of Lease, Comprehensive Agreement
New Lease. In the event that this Lease is rejected in or disaffirmed pursuant to bankruptcy law or any bankruptcyother law affecting creditor’s rights, insolvency or dissolution proceeding or then, so long as a Leasehold Mortgagee has cured any monetary events of default and is terminated by Landlord following a Tenant Event making commercially reasonable efforts to cure any non- monetary events of Default default (other than due to a default that is subject to cure by a Permitted the bankruptcy of Tenant) as provided herein, Landlord shall, immediately upon written request from such Leasehold Mortgagee under Section 17.1(dreceived within ninety (90) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following days after any such termination, rejection or terminationdisaffirmance, Landlord agrees to without demanding additional consideration therefor, enter into a new lease agreement in favor of such Leasehold Mortgagee, which new agreement shall (“New Lease”i) contain the same covenants, agreements, terms, provisions and limitations as this Lease (except for any requirements that have been fulfilled by Tenant or a sublessee prior to such termination, rejection or disaffirmance), (ii) be for a term commencing on the date of the Leased Property with such Permitted Leasehold Mortgagee termination, rejection or its Permitted Leasehold Mortgagee Designee disaffirmance, and continuing for the remainder of the remaining term of this Lease, effective as of the date of Lease before giving effect to such termination, at the rent rejection or disaffirmance and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) enjoy the same priority as this Lease over any lien, encumbrance or other interest created by Landlord; and, until such Permitted time as such new agreement is executed and delivered, the Leasehold Mortgagee or its Permitted may enter, use and enjoy the Site and Easement Lands and conduct operations thereon as if this Lease were still in effect. At the option of the Leasehold Mortgagee, the new agreement may be executed by a designee of such Leasehold Mortgagee, without the Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at assuming the time burdens and obligations of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted thereunder. If more than one Leasehold Mortgagee or its Permitted makes a written request for a new agreement pursuant hereto, then the same shall be delivered to the Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or whose Mortgage is senior in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeepriority.
Appears in 2 contracts
Samples: Option Agreement, Solar Energy Site Lease and Easement Agreement
New Lease. In Upon written request made by any Leasehold Mortgagee at any time after the event that acquisition of or succession to YIDA’s interest in this Lease is rejected or the Company’s interest in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure the Sublease by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveor any Transferee approved by CDA pursuant to the foregoing provisions of this Article, Landlord CDA shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee such approved Transferee for the remainder of the term Term, upon all of the covenants, conditions, limitations and agreements herein contained, at which time (in the case of execution of a new lease with an approved Transferee) the Leasehold Mortgagee so transferring to such Transferee shall be relieved of all obligations under this Lease, provided that the new tenant or subtenant (i) shall pay to CDA, simultaneously with its execution and delivery of such new lease, all reasonable expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by CDA in connection with the preparation of and CDA’s entry into such new lease, (ii) shall simultaneously with its execution and delivery of such new lease, cause this Lease and the memorandum of this Lease and, as CDA may reasonably request, any other recorded or unrecorded documents executed by and between CDA and any tenant hereunder to be terminated or satisfied in fact and/or of record, and (iii) shall deliver to CDA such evidence as CDA shall reasonably require evidencing the agreement of appropriate parties under any then existing Construction Agreements and Financing Documents to recognize such new lease and new tenant and to complete performance under their respective agreements, it being understood and agreed that the approved Transferee shall have the right to enter into agreements or modifications of the existing agreements not inconsistent with the terms of this Lease. To the extent that CDA had the right hereunder or under the LDA to approve Construction Agreements and Financing Documents or Financing Commitments, effective as CDA shall have the right to review any modifications of such documents, and such consent shall not unreasonably be withheld or delayed. Nothing herein contained shall be deemed to impose any obligation on the part of CDA to deliver physical possession of the date of termination, at Premises to the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord new tenant unless CDA at the time of the execution and delivery of such New Leasenew lease shall have obtained physical possession thereof. It is understood and agreed that in the event that any Leasehold Mortgagee shall become the tenant hereunder, the Leasehold Mortgage shall not merge with said mortgagee’s interest in the Leasehold, but shall remain separate and apart from the Leasehold. Upon the execution of such new lease, the tenant named therein shall be entitled to any and all sums which would at rent received under any sublease in effect during the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of period from the date of termination of this Lease to the Notice date of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason execution of such rejection or such termination new lease. Effective upon the commencement of the term of any new lease all subleases shall be assigned and transferred to the tenant under the new lease without recourse to CDA. If more than one Leasehold Mortgagee makes written request upon CDA in accordance with the provisions of this Section, the new lease shall be executed with the Leasehold Mortgagee prior in lien, and the execution and delivery written request of the New Lease and which have not otherwise been received by Landlord from Tenant or any other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee shall be void and of no force or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeeffect.
Appears in 1 contract
Samples: Development Lease Agreement
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default prior to the expiration of the term, or in any bankruptcy, insolvency or dissolution proceeding or is terminated the event of a rejection by Landlord following a or Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee this Lease under Section 17.1(d) and Section 17.1(e) aboveChapter 11 of the Bankruptcy Code, Landlord shall shall, in addition to providing the notices of default and termination as required by this Lease, provide each Permitted Leasehold Mortgagee with written notice that this the Lease has been rejected terminated or terminated (“Notice that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of Termination”)all sums which would at that time be due under this Lease but for such termination or rejection, andand of all other defaults, for if any, then known to Landlord. Upon any request of the avoidance of doubtLeasehold Mortgagee, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationits designee, Landlord agrees to enter into a new lease (“"New Lease”") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this Lease, effective as of the date of terminationtermination or rejection, as the case may be, at the rent and additional rentRent, and upon the terms, covenants and conditions (including all then-remaining options to renew transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, provided:
however, that (i) such Permitted the Leasehold Mortgagee or whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its Permitted Leasehold Mortgagee Designee shall comply with intent to enter into a New Lease to the applicable terms Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 22.2;
18.2.18 and (ii) such Permitted if the Senior Leasehold Mortgagee or does not exercise its Permitted right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee Designee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,
(a) Such Leasehold Mortgagee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease at the later of (1) within thirty one hundred (30100) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice 's notice of Termination termination or rejection of this Lease given pursuant to this Section 17.1(f);Subsection 18.2.18; or (2) within forty-five (45) days after the actual termination of the Lease as same may have been extended by Subsection 18.2.18 hereof.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys' fees, court costs and costs and disbursements which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from or on behalf of Tenant. Upon the execution of such New Lease, Landlord shall allow to Tenant named therein as an offset against the sums otherwise due under this Subsection 18.2.18 or other party under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the effective date of termination of this Lease to the date of the beginning of the lease term under the New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Section 18.2, the payment obligation shall be satisfied if Landlord shall be paid the amount not in interest under Tenant; and
(iv) controversy, and such Permitted Leasehold Mortgagee or its Permitted designee shall agree to pay any additional sum ultimately determined to be due.
(c) Such Leasehold Mortgagee Designee or its designee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written 's notice of Landlord) termination or rejection and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted such Leasehold Mortgagee or its Permitted designee.
(d) The Tenant under such New Lease shall have the same right, title and interest in and to the Premises and buildings and improvements thereon as Tenant under this Lease. Any holder of any such lien, charge or encumbrance or sublease shall execute such instruments of non-disturbance and/or attornment as the tenant under the New Lease may at any time require.
(e) The tenant under any New Lease shall be liable to perform the obligations imposed on the Tenant by such New Lease only for and during the period such person has ownership of the Premises.
(f) If more than one (1) Leasehold Mortgagee Designeeshall request a New Lease pursuant to this Section 18.3, Landlord shall enter into such New Lease with the Leasehold Mortgagee whose mortgage is in the first lien position, or with the designee of such Leasehold Mortgagee.
(g) Concurrently with the execution and delivery of any New Lease, Landlord shall assign to the tenant named therein all of the right, title and interest in and to moneys (including insurance proceeds and condemnation awards), if any, then held by and payable by Landlord which Tenant would have been entitled to receive but for the termination of the Lease. Upon the execution of any New Lease, the tenant named therein shall be entitled to any rent received under any sublease in effect during the period from the date of termination of the Lease to the date of execution of such New Lease. SECTION 19 [INTENTIONALLY OMITTED] SECTION 20 [INTENTIONALLY OMITTED] SECTION 21
Appears in 1 contract
New Lease. In the event that of termination of this Lease is rejected in any bankruptcyprior to the expiration of the Lease Term, insolvency except by reason of Condemnation or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveCasualty as provided herein, Landlord shall provide each Permitted Leasehold serve upon the Tenant Mortgagee with written notice that this the Lease has been rejected or terminated (“Notice together with a statement of Termination”)any and all sums which would at that time be due under this Lease but for such termination, andand of all other defaults, if any, under this Lease then known to Landlord. The Tenant Mortgagee shall thereupon have the option, for the avoidance a period of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the receipt of such notice by the Landlord Mortgagee (time being of the essence), to obtain a new lease in accordance with and upon the following terms and conditions: Upon the written request of the Tenant Mortgagee (which must be received by Landlord within said thirty (30) day period (time being of the essence)), Landlord shall promptly enter into a new lease of the Premises with the Tenant Mortgagee, or its designee, as follows: Such new lease shall be effective on the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination of this Lease given pursuant and shall be for the remainder of the Lease Term, at the Rent and upon all the agreements, terms, covenants and conditions hereof, including any applicable rights of renewal or extension. Such new lease shall require the Tenant to perform all unfulfilled obligations of Tenant under this Section 17.1(f);
(iii) Lease which are reasonably susceptible of being performed by such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee tenant. Upon the execution of such new lease, the tenant named therein shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection or termination (includingand shall pay the reasonable expenses incurred by Landlord in connection with such defaults and termination, for avoidance the recovery of doubt, any amounts that become due prior to and remained unpaid as possession of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination Premises and the preparation, execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeenew lease.
Appears in 1 contract
New Lease. In Notwithstanding anything to the contrary contained in this Lease or otherwise, in the event that of termination of this Lease is rejected in for any bankruptcyreason prior to the stated expiration date, insolvency or dissolution proceeding or is terminated except a voluntary termination by Landlord following a Tenant Event of Default other than due pursuant to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveright herein granted, Landlord shall provide each Permitted promptly notify all Leasehold Mortgagees of such termination. If the Leasehold Mortgagee having the highest priority with written notice that respect to this Lease has been rejected or terminated (“Notice its designee, cures all Events of Termination”), and, for the avoidance of doubt, upon delivery of Default giving rise to such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights termination as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationprovided below, Landlord agrees to shall enter into a new lease (“New Lease”) of the Leased Mortgaged Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this LeaseTerm, such new lease to be effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) termination of this Lease, provided:
at the rental rate then payable hereunder, and upon all of the same terms, conditions, covenants, agreements, provisions and limitations contained herein, subject to the following: (ia) such Permitted the Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with entitled to the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee new lease shall make a binding, written, irrevocable commitment written request to Landlord for such New Lease a new lease within thirty sixty (3060) days after of receipt by the Leasehold Mortgagee of written notice from Landlord of the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination of this Lease given pursuant to this Section 17.1(f);
Lease; and (iiib) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Leasethe new lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree pay to remedy any Landlord all amounts specified in the notice of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified termination delivered by Landlord’s Notice of Termination (or in any other written notice of Landlord) , which would have been due hereunder except for such termination and which can be cured through the payment are currently due except for such termination, and shall promptly cure (subject to Section 8.5) all other Events of money or, if Default giving rise to such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeetermination.
Appears in 1 contract
Samples: Lease Agreement (Six Flags Inc)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described right, subject to the terms of subsection (f) below, at any time and from time to time during the Term for any purpose, by written notice to Tenant, to require Tenant to execute an amendment to this Lease whereby the Demised Premises of one or more Facilities (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in Section 17.1(dwhich case:
(a) Landlord and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead the Tenant that is the License Holder with respect to the Separated Property shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (the “New Lease”) of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 44(c) below (the “New Lease Effective Date”), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Demised Premises, including specifically the following:
(i1) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(ii2) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and
(3) The New Lease shall provide that the tenant thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Tenant under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease).
(b) Landlord and Tenant shall make a bindingalso execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Demised Premises and making such modifications to this Lease as are necessitated thereby.
(c) In the case of any New Lease that is entered into in accordance with this Section, written, irrevocable commitment to Landlord for such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Landlord to Tenant requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iiid) Landlord and Tenant shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; andan amendment to this Lease, as are reasonably necessary and appropriate to effectuate the provisions and intent of this Section.
(ive) Except as expressly set forth in Section 48 below, each party shall bear its own costs and expenses in connection with any New Lease entered into in accordance with this Section.
(f) Notwithstanding anything to the contrary contained in this Section 44, Landlord shall not separate and remove any Separated Property(ies) from this Lease or enter into a New Lease for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any Separated Property(ies) without the prior written consent of Tenant’s defaults , which consent shall not be unreasonably withheld or delayed. Landlord shall notify Tenant in writing of which said Permitted Leasehold Mortgagee was notified its desire to remove any Separated Property(ies) from this Lease and enter into a New Lease for such Separated Property(ies), and Tenant shall have ten (10) days following its receipt of such notice to approve or reasonably disapprove such removal and New Lease by Landlord’s Notice of Termination (or in any other written notice of such election to Landlord) ; provided, however, that Tenant acknowledges and which can be cured through the payment of money or, if such defaults canagrees that it shall not be cured through reasonable for Tenant to disapprove of the payment removal of moneyany Separated Property(ies) from this Lease and any New Lease for such Separated Property(ies) to be entered into in connection with any deed of trust or other security instrument hereafter placed on Landlord’s fee interest in the Premises of any Facility by Landlord (or any foreclosure or transfer in lieu of foreclosure pursuant to the terms thereof). If Tenant reasonably disapproves of the removal of any Separated Property(ies) from this Lease and any New Lease for such Separated Property(ies) within the ten (10) day period set forth in the preceding sentence, are it shall deliver to Landlord along with the written notice of such election, a reasonably susceptible detailed writing setting forth the reasonable grounds for such disapproval. If Tenant fails to deliver written notice to Landlord in the manner and within the ten (10) day time period set forth herein, then Tenant shall be deemed to have approved of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeethe removal of the Separated Property(ies) from this Lease and the New Lease for such Separated Property(ies).
Appears in 1 contract
New Lease. In the event that If this Lease is rejected in terminates for any bankruptcyreason (except with Leasehold Mortgagee’s consent or because of a Substantial Condemnation), insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted even if Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovefailed to timely exercise its cure rights for a Default, Landlord shall provide each Permitted promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that this is thirty (30) days after Leasehold Mortgagee receives Landlord’s Lease has been rejected or terminated Termination Notice (such forty-five (45) day period, the “Notice of TerminationNew Lease Option Period”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, may require Landlord agrees to enter into a new lease New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has (“a) in the New Lease committed to cure all Monetary Defaults within thirty (30) days of commencement of the New Lease”, and to cure all Nonmonetary Defaults (except Tenant- Specific Defaults) within forty-five (45) days of commencement of the Leased Property New Lease, except, in the case of any Nonmonetary Default that cannot with due diligence be cured within forty-five (45) days, New Tenant shall have commenced such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for cure and committed in the remainder New Lease to diligently prosecute such cure to completion within a reasonable time under the circumstances, provided however that any breach of Tenant’s Construction Obligations must be cured within forty-five (45) days after the commencement of the term of New Lease; and (b) reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, effective as of recover the date of termination, at the rent and additional rentPremises, and upon enter into the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this New Lease, provided:
(i) such Permitted . If Leasehold Mortgagee or exercises its Permitted Leasehold Mortgagee Designee option to require Landlord to enter into a New Lease with New Tenant, New Tenant shall comply with execute the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery expiration of the New Lease Option Period or the option shall be deemed to be waived and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeno further effect.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected in by reason of any bankruptcydefault by Tenant, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event reason of Default other than due to a default that is subject to cure the disaffirmance hereof by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovereceiver, liquidator or trustee for Tenant or its property, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted the most senior Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee requesting a new lease for the remainder of the term of this LeaseTerm, effective as of the date of such termination, at the rent and additional rent, and upon the terms, provisions, covenants and conditions (including all then-remaining options agreements as herein contained and subject to renew but excluding requirements which have already been fulfilled) the rights, if any, of this Leaseany parties then in possess ion of any part of the Premises , provided:
(i) such Permitted : The senior Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty (30) days after the date such Permitted of termination; The senior Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, the new lease any and all sums which would would, at the time of the execution and delivery thereof thereof, be due and unpaid pursuant to this Lease but for such rejection or termination (includingits termination, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable thereto any expenses, including reasonable documented attorney’s attorneys' fees, to which Landlord shall have incurred been subjected by reason of such rejection the default; The senior Leasehold Mortgagee shall perform and observe all covenants herein contained on Tenant's part to be performed, and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under its terms, to the extent the same are curable or such termination may be performed by the senior Leasehold Mortgagee; and The tenant under the new lease shall have the same obligations and responsibilities and the execution same right, title and delivery interest in and to all Improvements as Tenant had under the terminated Lease immediately prior to its termination. Notwithstanding anything to the contrary expressed or implied elsewhere in this Lease, any new lease made pursuant to this Section 26, shall be prior to any Leasehold Mortgage or other lien, charge or encumbrance on the Premises, to the same extent as the terminated Lease, and shall be accompanied by a conveyance of title to the Improvements (free of any mortgage, deed of trust, lien , charge, or encumbrance created by Landlord)for a term of years equal to the term of the New Lease and which have not otherwise been received by new lease, subject to the reversion in favor of Landlord from Tenant upon expiration or other party in interest under Tenant; and
(iv) such Permitted sooner termination of the new lease. The rights granted any Leasehold Mortgagee or its Permitted to a new lease shall survive any termination of this Lease. If a Leasehold Mortgagee Designee shall elect to demand a new lease under this Section 26, Landlord agrees, at the request of, on behalf of and at the expense of the Leasehold Mortgagee, to institute and pursue diligently to conclusion any appropriate legal remedy or remedies to oust or remove the original Tenant from the Premises, and any subtenants actually occupying the Premises, or any part thereof, as designated by the Leasehold Mortgagee subject to any non-disturbance or attornment agreements with such subtenants. Unless and until Landlord has received notice from all Leasehold Mortgagees that the Leasehold Mortgagees elect not to demand a new lease as provided in this Section 26, or until the thirty (30) day period after the date of termination has expired, Landlord shall not cancel or agree to remedy the termination or surrender of any existing subleases nor enter into any new subleases hereunder without the prior written consent of Tenant’s defaults of which said Permitted the Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 1 contract
New Lease. In the event that If this Lease is rejected shall terminate before its stated expiration date for any reason other than the failure of a Prime Mortgagee to effect cure of any Default within the cure periods provided in this Lease or pursuant to the provisions of Article and Article hereof, then (in addition to any bankruptcy, insolvency other or dissolution proceeding or is terminated previous Notice required to be given by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dPrime Mortgagee) and Section 17.1(eLandlord shall, within ten (10) aboveBusiness Days, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“give Notice of Termination”), and, for the avoidance of doubtsuch termination to each Prime Mortgagee entitled to Prime Mortgagee protections under this Lease. Landlord shall, upon delivery a Prime Mortgagee's request given within sixty (60) days after such Prime Mortgagee's receipt of such Notice of Terminationnotice, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into (and if Landlord fails to do so, shall be deemed to have entered into) a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Premises, effective as of the Termination Date, for the remainder of the term of Term on the same terms and provisions contained in this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding any requirements which that have already been fulfilled) of this performed or no longer apply (a "New Lease"), provided:
(i) provided such Permitted Leasehold Prime Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a bindingshall, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, pay to Landlord any and all sums which would at the time of execution and delivery thereof be then due pursuant to under this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to as if this Lease had not been terminated and remained unpaid as cure all Defaults other than Personal Defaults of the date of the Notice of Termination) andTenant. If a Prime Mortgagee enters into a New Lease, in addition thereto, then such Prime Mortgagee shall pay all reasonable expenses, including reasonable documented attorney’s attorneys' fees, which Landlord shall have court costs and disbursements, incurred by reason of such rejection or such termination Landlord in connection with Tenant's Default and the termination of this Lease, the recovery of possession of the Premises, and the preparation, execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Lease. The following additional provisions shall agree apply to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.New Lease:
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New Lease. In . Landlord agrees that in the event that of termination of this Lease is rejected by reason of the rejection hereof by Tenant or a trustee for Tenant in any bankruptcya voluntary or an involuntary case under the Bankruptcy Laws, insolvency or dissolution proceeding or is terminated in the event of a Foreclosure by Landlord following a Tenant Event of Default other than due to a default that is Mortgagee, subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above5.4 hereof, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold the most Senior Mortgagee or its Permitted Leasehold Mortgagee Designee requesting a new lease for the remainder of the term of this LeaseLease Term, effective as of the date of such termination, at the rent and additional rent, and upon the terms, provisions, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, agreements as herein contained provided:
(i) such Permitted Leasehold 8.3.1 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty sixty (3060) days after the date of termination, and the Senior Mortgagee and Landlord will execute such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f)new lease within sixty (60) days thereafter;
(iii) such Permitted Leasehold 8.3.2 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, the new lease any and all sums which would would, at the time of the execution and delivery thereof thereof, be due and unpaid pursuant to this Lease but for such rejection or termination (its termination, and in addition thereto any expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, to which Landlord shall have incurred been subjected by reason of such rejection the Event of Default;
8.3.3 The Senior Mortgagee shall perform and observe all covenants herein contained on Tenant’s part to be performed, and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under its terms, to the extent the same are curable or such termination may be performed by the Senior Mortgagee;
8.3.4 The tenant under the new lease shall have the same right, title and interest in and to all Improvements and tenant’s improvements located on the execution and delivery of Premises as Tenant had under the New terminated Lease and which have not otherwise been received immediately prior to its termination;
8.3.5 As a condition precedent to Xxxxxxxx’s obligation to execute any new lease pursuant to this Section, the Mortgagee shall reimburse to Landlord all costs reasonably incurred by Landlord from Tenant or other party in interest under Tenantconnection with the preparation, review and/or execution of any such new lease, including, without limitation, reasonable attorneys’ fees and expenses; and
(iv) such Permitted Leasehold 8.3.6 Nothing herein contained shall require any Mortgagee to enter into a new lease pursuant to this Section, or its Permitted Leasehold Mortgagee Designee shall agree to remedy cure any Default of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeTenant referred to above.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall will have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05, which New Lease will become effective upon the termination of this Lease. Mortgagee will send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord will enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold any designee of the Mortgagee Designee (such Mortgagee or such designee, the “New Tenant”). The New Lease will be effective commencing from the date of termination of this Lease and continuing for the remainder of the term Term and upon all of the same agreements, terms, covenants, and conditions of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such a New Lease, the New Tenant will pay any and all sums which would at the time of the execution and delivery thereof of the New Lease be due pursuant to under this Lease but for such rejection its termination and New Tenant will commence to remedy any non-monetary Events of Default from this Lease (that remains uncured in the New Lease) and that are of a nature or termination type that are capable of being cured by a party other than Tenant and New Tenant (or Mortgagee, on New Tenant’s behalf) will pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with the Events of such rejection or such Default and termination of this Lease, the recovery of possession of said Premises and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute will be determined by dispute resolution as provided in Article 34. Landlord will have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, will continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge, or encumbrance whether or not the same will then be in existence. If there is more than one Mortgagee, Landlord will enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05. Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement, or similar proceeding which would otherwise cause this Lease to terminate, will, without any action or consent by Landlord, Tenant, or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than 60 days after notice from Landlord of such transfer. Such Mortgagee will thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.05. Except as expressly provided in Section 10.04(f) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.05 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under TenantMortgagee. INITIAL CONSTRUCTION OF THE PROJECT; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.RESTORATION; CAPITAL IMPROVEMENTS
Appears in 1 contract
Samples: Deed of Lease
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, at any time and from time to time during the Term for any purpose, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities (individually, a "Separated Property" or collectively, the "Separated Properties") is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in Section 17.1(d) which case:
31.2.1 Lessor and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (“the "New Lease”") of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3. below (the "New Lease Effective Date"), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(i) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(ii) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases for the applicable Separated Property(ies); and
(iii) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease).
31.2.2 Lessor and Lessee shall make a binding, written, irrevocable commitment also execute an amendment to Landlord for this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby.
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice notice is issued.
31.2.4 If such Separated Property(ies) is a Group 2 Facility, Lessee's obligation to provide letters of Termination credit in accordance with Article XXI of this Lease given shall be segregated so that (a) the applicable Lessee shall be required to provide a letter of credit pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any on the same terms and all sums which would at conditions as set forth in this Lease, except that "Letter of Credit Amount" under the time New Lease shall mean an amount equal to the then existing Letter of execution and delivery thereof be due pursuant to Credit Amount under this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as the amendment contemplated in Section 31.2.2 above), times a fraction, the numerator of which is the sum of the date then existing annual Allocated Minimum Rent for the Separated Property(ies), and the denominator of which is the sum of the Notice then existing total annual Minimum Rent payable for all Facilities (including the Separated Property(ies)), and (b) the "Letter of TerminationCredit Amount" under this Lease (as amended) andshall be reduced by the "Letter of Credit Amount" for the New Lease determined in accordance with subsection (a) above. If such Separated Property(ies) is a Group 1 Facility or Group 3 Facility, in addition theretothe applicable Lessee under the New Lease shall have no obligation to provide a letter of credit to secure its obligations thereunder, all reasonable expensesand the terms of this Section 31.2.4 shall not apply.
31.2.5 Lessee and Lessor shall take such actions and execute and deliver such documents, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.6 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 1 contract
Samples: Master Lease (Emeritus Corp\wa\)
New Lease. In the event that If this Lease is rejected terminated for any reason, including without limitation, as a result of a default on the part of Tenant continuing beyond applicable grace, notice and cure periods, or a rejection of this Lease in any bankruptcybankruptcy proceeding, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is the City shall, subject to cure by the satisfaction of the conditions provided below, on written request of a First Permitted Leasehold Mortgagee under Section 17.1(dmade at any time within sixty (60) and Section 17.1(e) abovedays after the City has given notice of such termination to such First Permitted Leasehold Mortgagee, Landlord shall provide each enter into a new lease of the Premises with such First Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated within ninety (“Notice of Termination”), and, for the avoidance of doubt, upon delivery 90) days after receipt of such Notice of Termination, no request. If the First Permitted Leasehold Mortgagee shall have has made an election pursuant to the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees previous sentence to enter into a new lease (“New Lease”) lease, the City shall not execute, amend or terminate any Subleases of the Leased Property with Premises during such ninety (90) day period without the prior written consent of the First Permitted Leasehold Mortgagee. Any such new lease for a First Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, shall be effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) termination of this Lease, provided:
and, except as provided below, shall be upon all the same terms and conditions of this Lease which would have been in effect had such First Permitted Leasehold Mortgagee taken an assignment of the leasehold estate under this Lease from Tenant. The term of any such lease shall be the remainder of the Term of this Lease. The City shall not be obligated to enter into such a new lease with a First Permitted Leasehold Mortgagee unless (i) such First Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply shall, contemporaneously with the applicable terms delivery of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make request for a bindingnew lease, written, irrevocable commitment pay to Landlord the City all Rent and other charges owed by Tenant to the City which then remain unpaid and the Rent and other charges for such New Lease within thirty (30) days the period after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination of this Lease given pursuant to and until commencement of the new lease which would have become due under this Section 17.1(fLease (less any Rent or other charges for such periods actually collected by the City from Subtenants of the Premises);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at , together with all expenses, including reasonable attorney's fees, incurred by the time City in connection with the termination of this Lease and the execution and delivery of such New Leasenew lease, and (ii) such First Permitted Leasehold Mortgagee shall have performed all unfulfilled covenants and agreements required as of that date to be performed by Tenant under this Lease (other than Incurable Lease Defaults). The City shall have no obligation to deliver physical possession of the Premises to any and all sums which would First Permitted Leasehold Mortgagee at the time of entering into such new lease unless the City, at time of execution and delivery thereof be due pursuant to this Lease but for of such rejection or termination (includingnew lease, for avoidance of doubt, any amounts that become due prior to and remained unpaid as shall have obtained physical possession of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord Premises. In no event shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such any new lease with a First Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee be for a longer term than the Term of this Lease. The provisions of this Section 14.2(e) shall agree to remedy any survive the termination of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeethis Lease.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that of the termination of this Lease is rejected as a result of an event of default, or in the event CCOI (as debtor in possession) or a trustee in bankruptcy for CCOI rejects this Lease in connection with any bankruptcyproceeding involving CCOI under the Bankruptcy Code or any similar state or federal statute, insolvency or dissolution proceeding or is terminated in the event of any other termination of this Lease, the Authority shall, in addition to providing the notices of default and termination required by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dSections 9.08(f) and Section 17.1(e(g) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice (the "Authority's Notice of Termination") that this Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord and of all other defaults or events of default, if any, then known to the Authority. the Authority agrees to enter into a new lease (“"New Lease”") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this Leaseterm, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, Lease provided:
: (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord written request upon the Authority for such New Lease within thirty forty-five (3045) days after the date such Permitted Leasehold Mortgagee receives Landlord’s the Authority's Notice of Termination of this Lease given pursuant to this Section 17.1(f);
Section; (iiiii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord the Authority at the time of the execution and delivery making of such New Leasethe request referred to in subparagraph (i) above, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys' fees, which Landlord the Authority shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord the Authority from Tenant CCOI or other party in interest under TenantCCOI; and
(iviii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree in writing to remedy any of Tenant’s CCOI's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) the Authority and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted the Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeedesignee; (iv) by virtue of the recording of this Lease or a memorandum thereof, the New Lease shall have the same priority as this Lease and the tenant under such New Lease shall have the same right, title and interest in and to the Leased Premises as CCOI had under this Lease; (v) the Authority shall, if requested, execute and deliver such ordinances and other documents as shall be reasonably necessary to enable the tenant under the New Lease to obtain title insurance as to its leasehold interest under the New Lease, at such new tenant's expense; (vi) if the Authority and the new tenant disagree regarding any payment due the Authority in connection with the execution of a New Lease, then the tenant shall be deemed to have performed its payment obligation if such new tenant: (A) pays the Authority the full amount not in controversy and (B) agrees in writing to pay any additional sum ultimately determined to be due promptly upon such determination; (vii) effective upon the commencement of the term of any New Lease, all subleases by CCOI shall be assigned and transferred without recourse by the Authority to tenant under the New Lease and all monies on deposit with the Authority pursuant to such subleases by CCOI, if any, shall be similarly assigned to tenant under the New Lease.
Appears in 1 contract
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantTxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Master Lease (Boyd Gaming Corp)
New Lease. In the event that of termination of this Lease is rejected in for any bankruptcyreason prior to its stated expiration date, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted will give the Leasehold Mortgagee under Section 17.1(dnotice of such termination within seven (7) and Section 17.1(ecalendar days after such termination. If the Leasehold Mortgagee gives notice of its request upon Landlord for the new lease within a period of forty-five (45) abovecalendar days from the date such notice of termination is delivered to the Leasehold Mortgagee, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated shall, within fourteen (“Notice of Termination”), and, for the avoidance of doubt, upon delivery 14) calendar days after Landlord’s receipt of such Notice Leasehold Mortgagee’s notice of Terminationa request for a new lease, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted the Leasehold Mortgagee (or its Permitted Leasehold Mortgagee Designee designee or nominee) for the remainder of the term of this Lease, effective as immediately upon such termination of the date of terminationsuch prior Lease, at the rent and additional rent, rental and upon the covenants, agreements, terms, covenants conditions and conditions limitations (including all then-remaining options except as may have been previously fulfilled or as may be inapplicable to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted the Leasehold Mortgagee or its Permitted designee or nominee) otherwise herein contained; provided that the Leasehold Mortgagee Designee shall comply with agrees in the new lease to cure, within the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time cure period commencing on execution of the execution and delivery of such New Leasenew lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s then existing defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any Tenant other written notice of Landlord) and which can be cured through the payment of money or, if such than defaults cannot be cured through the payment of money, are reasonably reasonable susceptible of being cured by Permitted the Leasehold Mortgagee (including, without limitation, any default by reason of any bankruptcy, insolvency, actions by or for the benefit of creditors, or indebtedness of Tenant). If there is more than one Leasehold Mortgagee at the time of such termination, the term “Leasehold Mortgagee” as used herein shall be deemed to refer only to the senior Leasehold Mortgagee; provided that the senior Leasehold Mortgagee may, prior to the expiration of the forty-five (45) day period described above, assign to any other Leasehold Mortgagee (or its Permitted designee or nominee) such senior Leasehold Mortgagee DesigneeMortgagee’s rights hereunder to give notice of the request for a new lease and to enter into a new lease with Landlord as provided above.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that If this Lease is rejected in terminates for any bankruptcyreason (except with Leasehold Mortgagee’s consent or because of a Substantial Condemnation), insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted even if Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovefailed to timely exercise its cure rights for a Default, Landlord shall provide each Permitted promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that this is thirty (30) days after Leasehold Mortgagee receives Landlord’s Lease has been rejected or terminated Termination Notice (“Notice of Termination”such thirty (30) day period, the "New Lease Option Period"), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, may require Landlord agrees to enter into a new lease New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has, subject to Unavoidable Delays, (“a) in the New Lease committed to cure all Monetary Defaults within thirty (30) days of commencement of the New Lease”, and to cure all Nonmonetary Defaults (except Tenant-Specific Defaults) within forty-five (45) days of commencement of the Leased Property New Lease, except, in the case of any such Nonmonetary Default that cannot with due diligence be cured within forty-five (45) days, New Tenant shall have commenced such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for cure and committed in the remainder of New Lease to diligently prosecute such cure to completion within a reasonable time under the term of circumstances; and (b) reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, effective as of recover the date of termination, at the rent and additional rentPremises, and upon enter into the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this New Lease, provided:
(i) such Permitted . If Leasehold Mortgagee or exercises its Permitted Leasehold Mortgagee Designee option to require Landlord to enter into a New Lease with New Tenant, New Tenant shall comply with execute the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery expiration of the New Lease Option Period or the option shall be deemed to be waived and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeno further effect.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that Upon termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following on Tenant's --------- default hereunder, or upon a Tenant Event Leasehold Mortgagee's acquisition of Default other than due to a default that is subject to cure Tenant's Estate by a Permitted way of foreclosure or otherwise, at any Leasehold Mortgagee under Section 17.1(dMortgagee's request given within sixty (60) and Section 17.1(e) above, days of such termination or acquisition Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property and all improvements thereon with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseMortgagee, effective as of the date of termination, such termination or acquisition (but with the same relative priority as this Lease with regard to encumbrances on the Property) for the remainder of the Lease Term and at the same rent and additional rent, and upon the terms, covenants same terms and conditions contained in this Lease (including all then-remaining options the option to renew but excluding requirements which purchase and right of first refusal set forth herein); provided, however, that the tenant under such lease shall have already been fulfilled) of this Lease, provided:
(i) the right to assign its interest in such Permitted lease on the terms set forth in Paragraph 15.7 hereof. The Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply pay all costs, fees, expenses and legal fees incurred by Landlord in connection with the applicable terms execution of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after new lease. Following the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted by Landlord on Tenant's default and until each Leasehold Mortgagee has failed within sixty (60) days to demand a new lease, Landlord shall not alter or its Permitted Leasehold Mortgagee Designee shall pay in any way demolish any improvements on the Property, nor modify or cause to be paid to Landlord at terminate any subleases. At the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due new lease pursuant to this Lease but for Section 15.8, Landlord shall execute and deliver to the party executing such rejection or termination (includingnew lease as the tenant, for avoidance a grant deed to the improvements on the Property and a xxxx of doubtsale to the furnishings, any amounts that become due prior to fixtures, furniture, equipment, and remained unpaid personal property thereon, both of which documents shall be effective as of the effective date of such new lease. Concurrent with the Notice delivery of Termination) andsuch grant deed and the xxxx of sale, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason deliver to the new tenant under such new lease an assignment of Landlord's rights under all subleases and sub-subleases affecting any portion of the Property and memorandum of such rejection new lease in recordable form. In the event that a nominee or designee of any Leasehold Mortgagee shall be the tenant under such termination new lease, such designee or nominee shall, at its election, have the right to continue its lien against such new lease and the execution improvements located on the Property as well as all fixtures and delivery personal property located thereon to secure payment of its then existing outstanding indebtedness.
7. The first sentence of paragraph 15.10 is deleted in its entirety and replaced with the New following: "So long as any Leasehold Mortgage is in effect and Landlord has been given notice of its existence, then this Lease and which have will not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (be voluntarily canceled, surrendered, terminated, amended, modified or in any other manner altered, or any provision hereof waived or deferred by Tenant, without the prior written notice consent of Landlord) and which can be cured through all Leasehold Mortgagees (except as otherwise provided or permitted under their respective Leasehold Mortgages)."
8. The following new paragraphs are added at the payment end of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.Article 15:
Appears in 1 contract
New Lease. In the event that of a termination of this Lease is rejected in any bankruptcyby reason of a surrender, insolvency cancellation, or dissolution proceeding termination by Xxxxxx, or is terminated as a result of the rejection or disaffirmance of this Lease pursuant to bankruptcy law or other Laws affecting creditors rights, or as a result of a termination of this Lease by Landlord following a Tenant Event in violation of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e10.3.2(c) above, then Landlord shall provide each deliver notice to Permitted Leasehold Mortgagee with written notice Lender that this the Lease has been rejected or terminated (“Notice terminated. The notice shall include a statement of Termination”), and, all amounts that would be due under this Lease but for the avoidance of doubttermination, upon delivery and all other defaults then known to Landlord. The Permitted Lender shall then have the option, to be exercised within thirty (30) days following receipt of such Notice notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees termination to enter into a new lease (“"New Lease”") with Landlord, on the following terms and conditions:
(i) The New Lease shall commence as of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee date of the termination of this Lease and shall be for the remainder of the term of this LeaseTerm, effective as of the date of termination, and at the rent and additional rentRent, and upon the terms, covenants and conditions as this Lease (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with any right to extend the applicable terms of Section 22.2;Term).
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time Upon execution of the execution and delivery of such New Lease, the Permitted Lender as tenant shall pay any and all sums which that would at the time of execution and delivery thereof be due pursuant to under this Lease Lease, but for such rejection termination, and shall pay all expenses, costs, attorneys' fees (whether with in-house or termination (includingoutside counsel or both), for avoidance court costs, and disbursements incurred by Landlord in connection with any Event of doubtDefault and termination, any amounts that become due prior to and remained unpaid as recovery of possession of the date Premises, and the execution, preparation and delivery of the Notice New Lease.
(iii) Upon execution of Termination) andthe New Lease, in addition thereto, the Permitted Lender as tenant shall cure all reasonable expenses, including reasonable documented attorney’s feesother Events of Default under this Lease, which have not yet been cured (other than any Incurable Default), with due diligence in a timely manner in accordance with the cure periods under the Lease assuming such cure periods commence with the execution of the New Lease and without additional notice (provided that Landlord shall have incurred by reason has already provided such notice of such rejection or such termination and Event of Default to Permitted Lender).
(iv) Nothing herein shall be construed to require Landlord to deliver possession of the Premises to Permitted Lender. Upon execution and delivery of the New Lease, Permitted Lender may take any and all appropriate action as may be necessary to remove parties in possession from the Premises. Landlord shall not grant any real property interest in the Premises during the thirty (30) day period set forth in Section 10.3.2(d). Should the Permitted Lender fail to accept said offer for such New Lease and which have not otherwise been received by Landlord from Tenant in writing within said thirty (30) day period, or, having so accepted said offer, should it fail promptly to execute the New Lease or other party in interest under Tenant; and
satisfy the requirements of (iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordii) and which can (iii) above in a timely manner, then the termination of this Lease shall be cured through effective as to the payment of money or, if such defaults cannot be cured through Permitted Lender and the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLender shall have no further rights hereunder.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In case (a) either (i) Tenant's interest hereunder shall be sold, assigned (other than for security purposes) or otherwise transferred pursuant to the event that exercise of any right, power or remedy by Mortgagee or pursuant to judicial proceedings, and satisfactory provision for indemnification of Lessor against any adverse claims arising out of or with respect to this Lease shall have been made, or (ii) this Lease shall be rejected under the powers reserved to Tenant and its Trustee in Bankruptcy under the federal Bankruptcy Code or similar state or federal legislation; (b) no Holding Rent, Base Rent, Additional Rent or Escalation Rent (but as to each such rent only to the extent to which Mortgagee is rejected subordinate thereto as provided in Section 21.2) shall then be due and payable to Lessor, (c) Mortgagee or any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event other purchaser of Default Tenant's interest hereunder shall have arranged for the correction of any default (other than due in the payment of Participation Rent or Supplemental Rent or of any Escalation Rent, but only to a default that is subject the extent to cure which the Mortgagee was not subordinate thereto as provided in Section 21.2) susceptible of being corrected by a Permitted Leasehold Mortgagee the tenant under Section 17.1(dthe New Lease referred to below, and (d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have been terminated pursuant to the rights as described in Section 17.1(dterms hereof by reason of a default, then Lessor, within ninety (90) days after receiving written request therefor and Section 17.1(e) aboveupon payment to Lessor of all of Lessor's expenses, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationincluding, Landlord agrees to enter into without limitation, attorneys' fees and expenses incident thereto, will execute and deliver a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Phase 1A to Mortgagee or its Permitted Leasehold Mortgagee Designee nominee, purchaser, assignee or transferee, as the case may be, for the remainder of the term of this Lease Term (a "New Lease"), effective as of the date of terminationand, at the rent and additional rentexcept for charges or encumbrances caused or suffered by Tenant, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable same terms of Section 22.2;
as are contained herein (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for except that the tenant under such New Lease within thirty (30) days after shall be entitled to the date same rights as are provided under Article 21 to Mortgagee and any purchaser, transferee and successor and with priority equal to that hereof). Concurrently with execution of such Permitted Leasehold Mortgagee receives Landlord’s Notice New Lease, Lessor shall quitclaim the Phase 1A Improvements to the tenant under the New Lease together with a Bill of Termination Sale and other appropriate instruments of this Lease given pursuant to this Section 17.1(f);
(iii) conveyance, for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of Tenant's Equipment as may have come into Lessor's possession. Upon the execution and delivery of such New Lease, any and all sums which would Lessor, at the time expense of execution the tenant under the New Lease, shall take such steps as shall be necessary to cancel and delivery thereof be due pursuant to discharge this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to record and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination remove Tenant from Phase 1A and the execution and delivery of tenant under the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest shall be deemed to be the landlord under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeOccupancy Leases.
Appears in 1 contract
New Lease. In The provisions of this Section 1.8 shall apply in the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event reason of Default other than due to a default that is subject to cure on the part of Tenant or the rejection of this Lease by Tenant in bankruptcy. If a Permitted Leasehold Mortgagee shall have waived in writing their rights under Sections 1.6 and 1.7 above within thirty (30) days after the Leasehold Mortgagee’s receipt of notice required by Section 17.1(d) and Section 17.1(e) 1.6 above, Landlord shall provide each Permitted such Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Lease for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord and of all other defaults, if any, then known to Landlord. Xxxxxxxx agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with any such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of terminationtermination of this Lease, at the rent Rent and additional rent, if any, and upon the terms, covenants and conditions (including all then-remaining options to renew escalations of Rent, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, provided:
(ia) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease within thirty sixty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);1.8.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, Lease any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, expenses which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) . Upon execution of such Permitted New Lease, Landlord shall allow to the Tenant named therein as an offset against the sums otherwise due under this Section 1.8 or under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the date of termination of this Lease to the date of the beginning of the lease term of such New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Section 1.8, the payment of obligation shall be satisfied if Landlord shall be paid the amount not in controversy, and the Leasehold Mortgagee or its Permitted designee shall agree to pay any additional sum ultimately determined to be payable pursuant to the Expedited Arbitration Process as provided in Section 1.20 in Addendum 5 of the Lease, plus interest as allowed by law, and such obligation shall be adequately secured.
(c) Such Leasehold Mortgagee Designee or its designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of and which, as determined by Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted designee (provided that the lack of funds, or the failure or the refusal to spend funds, shall not be an excuse for a failure to cure).
(d) If a Leasehold Mortgagee Designeehas made an election pursuant to the foregoing provisions of this Section to enter into a New Lease, Landlord shall not execute, amend or terminate any Subleases of the Premises during such sixty (60) day period without the prior written consent of the Leasehold Mortgagee which has made such election.
(e) Any such New Lease may, at the option of the Leasehold Mortgagee so electing to enter into such New Lease, name as tenant a nominee or wholly owned subsidiary of such Leasehold Mortgagee, or, in the case where the Leasehold Mortgagee so electing to enter into such New Lease is acting as agent for a syndication of lenders, an entity which is controlled by one or more of such lenders. If as a result of any such termination Landlord shall succeed to the interests of Tenant under any Sublease or other rights of Tenant with respect to the Premises or any portion thereof, Landlord shall execute and deliver an assignment without representation, warranty or recourse of all such interests to the tenant under the New Lease simultaneously with the delivery of such New Lease.
(f) The provisions of this Section 1.8 shall survive the termination of this Lease.
Appears in 1 contract
Samples: Ground Lease Agreement
New Lease. In the event that of the termination of this Lease is rejected Agreement as a result of the Club’s default, the PFD shall, in any bankruptcyaddition to providing the notices as required by Section 17.4.3, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease Agreement has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at the time be due under this Agreement but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord and of all other defaults, if any, then known to the PFD. The PFD agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted designee (which designee must be either a direct or indirect wholly- owned subsidiary of such Leasehold Mortgagee Designee or an entity that satisfies the conditions set forth in Section 17.1 for an assignment of this Agreement to which the PFD must consent) for the remainder of the term Term of this LeaseAgreement, effective as of the date of termination, at the rent and additional rentRent, and upon the terms, covenants covenants, and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of this LeaseAgreement, provided:
(i) such Permitted a. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment written request to Landlord the PFD for such New Lease within thirty sixty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlordthe PFD’s Notice notice of Termination termination of this Lease Agreement given pursuant to this Section 17.1(f);17.4.6.
(iii) such Permitted b. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord the PFD at the time of the execution and delivery of such New Lease, any and all sums which would are at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason Agreement regardless of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord the PFD from Tenant the Club or other party in interest under Tenant; andthe Club, plus all reasonable attorneys’ fees and expenses that the PFD shall have actually incurred. Upon execution of such New Lease, the PFD shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 17.4.7(b) or under the New Lease, an amount equal to the net income derived by the PFD from the Premises during the period from the date of termination of this Agreement to the date of the beginning of the term of such New Lease.
(iv) such Permitted c. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree to remedy any of Tenantthe Club’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlordthe PFD’s Notice of Termination (or in any other written notice of Landlord) termination and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted designee, within one hundred twenty (120) days after the PFD’s notice of termination, taking into consideration any inherent delays in any applicable prescribed approval process for accomplishing any required work, including, without limitation, Leasehold Mortgagee Designeebeing vested in the Leasehold Estate and the issuance of any Permits and Approvals and the expiration of any applicable appeal periods; provided however, subject to Force Majeure events, in no event later than three hundred sixty (360) days after such issuance of the required Permits and Approvals or the Leasehold Mortgagee’s or its designee’s commencement of such cure, whichever is later.
d. The tenant under such New Lease shall have the same right, title and interest in and to the Premises and the Ballpark and other buildings and improvements thereon as Club had under this Agreement, and the PFD shall provide such tenant a subordination and non-disturbance agreement consistent with Section 17.5.2.
e. The tenant under any such New Lease shall be liable to perform the obligations imposed on the tenant by such New Lease only during the period such person has ownership of such Leasehold Estate, consistent with Section 17.1.
f. The tenant under such New Lease shall enter into a team non- relocation agreement substantially in the form of the Team Non-Relocation Agreement.
Appears in 1 contract
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, at any time and from time to time during the Term for any purpose, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities (individually, a "Separated Property" or collectively, the "Separated Properties") is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in Section 17.1(d) which case:
31.2.1 Lessor and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (“the "New Lease”") of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3 below (the "New Lease Effective Date"), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(ia) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(iib) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and
(c) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease).
31.2.2 Lessor and Lessee shall make a binding, written, irrevocable commitment also execute an amendment to Landlord for this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby.
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 31.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 1 contract
Samples: Master Lease (Ensign Group, Inc)
New Lease. In the event that If Landlord terminates this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to for a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveTenant, Landlord shall provide notify each Permitted Leasehold Mortgagee with written (of which it has notice that this Lease has been rejected or terminated (“Notice and an address) of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted termination and the Leasehold Mortgagee having the most senior lien against the Land (but no other Leasehold Mortgagee) shall have the rights as described in Section 17.1(d) and Section 17.1(e) aboveright, but rather for 30 days following receipt of such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or terminationnotice, Landlord agrees to elect to enter into a new lease of the land (“New Lease”) by giving notice of the Leased Property such election to Landlord. Upon such timely election, Landlord shall promptly execute a New Lease with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for designee on the remainder of the term of same terms as this Lease, provided that Landlord has been paid all rent and other charges due from the date of Tenant’s default to the date of delivery of the New Lease (to the extent the same would have been due if this Lease had not been terminated), and such Leasehold Mortgagee or its designee agrees in the New Lease to perform or cause to be performed all of the other covenants and agreements contained in this Lease on Tenant’s part to be performed (except to the extent such covenants and agreements cannot reasonably, with the exercise of due diligence, be performed by such Leasehold Mortgagee or designee). The New Lease shall: (i) be effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) termination of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make have a binding, written, irrevocable commitment term equal to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice remainder of Termination the Term of this Lease given pursuant to Lease, including all extension options contained in this Section 17.1(f);
Lease, (iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at have the time of the execution and delivery of such New same priority as this Lease, any and all sums which would at (iv) provide that the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of tenant under the New Lease and shall be liable for only those tenant’s obligations which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) accrue while each such Permitted person is the lessee of the Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeEstate.
Appears in 1 contract
New Lease. In the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee), for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantTxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Lease (Penn National Gaming Inc)
New Lease. In If (x) Tenant, as debtor in possession, or a trustee in bankruptcy for Tenant, rejects this Lease in connection with any proceeding involving Tenant under the event that United States Bankruptcy Code or any similar state or federal statute for the relief of debtors, or (y) this Lease is rejected in any bankruptcy, insolvency otherwise cancelled or dissolution proceeding or is terminated by Landlord following a Tenant reason of an Event of Default other than due to a default that is subject to cure by a Permitted Tenant, and the Leasehold Mortgagee under Section 17.1(dhas previously cured any and all Rental and other sums in default by Tenant hereunder, in each case within (10) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with business days after written notice from Landlord to such Leasehold Mortgage that this Lease Tenant has been rejected not cured such default within the period provided in Article 19, then in the case of either clause (x) or terminated clause (“Notice of Termination”y), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described right to notify Landlord in Section 17.1(d) and Section 17.1(e) abovewriting, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after receipt by Leasehold Mortgagee of such notice of rejection, cancellation or termination, as applicable, that (i) Leasehold Mortgagee, or any designee or nominee which Leasehold Mortgagee may designate or name in such notice (provided such designee or nominee is approved by Landlord as a transferee to the same extent as of such designee or nominee were taking an Assignment pursuant to Section 15.1 hereof) (hereinafter called the “approved nominee”), elects to lease the Premises from the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination rejection, cancellation or termination, as applicable, of this Lease given pursuant for the remainder of the Term of this Lease, at the Rental and other charges herein reserved and otherwise upon the same terms, covenants and conditions as are herein set forth, with the same relative priority in time and in right as this Lease (to the extent possible) and having the benefit of and vesting in Leasehold Mortgagee, or the approved nominee, of all the rights, title, interest, powers and privileges of the Tenant hereunder and imposing on such Leasehold Mortgagee, or the approved nominee, all covenants, considerations and obligations of the Tenant hereunder (the “New Lease”), and (ii) Leasehold Mortgagee or the approved nominee further obligates itself to (and in fact does) within ten (10) days after delivery to Landlord of such election:
(a) cure all existing defaults of Tenant under this Section 17.1(f)Lease, or with respect to any default not capable of being cured within such ten (10) day period, or which cannot be cured without entry into possession, proceed and effect cure with due diligence following delivery of possession;
(iiib) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at all Rental and other sums due under this Lease up to and including the time date of commencement of the term of such New Lease less any net rental income received by Landlord for such period; and
(c) pay to Landlord all expenses and reasonable attorneys’ fees incurred by Landlord in connection with any such default and the preparation, execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that If this Lease is rejected in or a Sublease, as the case may be, terminates for any bankruptcyreason, insolvency including, without limitation, because of the Lessee’s or dissolution proceeding or is terminated by Landlord following a Tenant Sublessee’s uncured Event of Default (as defined in Section 17.1) or because it is rejected or disaffirmed under bankruptcy law or any other than due to law affecting creditors’ rights, then, so long as a default that Mortgagee has cured any monetary Event of Default and is subject making commercially reasonable efforts to cure by a Permitted Leasehold any non- monetary Event of Default, the Lessor will, immediately upon written request from the Mortgagee under Section 17.1(dreceived within Ninety (90) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for days after the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to rejection, or disaffirmance, without demanding additional consideration therefor, enter into a new lease (“New Lease”) Lease or a new Sublease as the case may be in favor of the Leased Property with such Permitted Leasehold Mortgagee Mortgagee, which new Lease or its Permitted Leasehold Mortgagee Designee new Sublease shall: (A) contain the same covenants, agreements, terms, provisions and limitations as this Lease or the Sublease, as the case may be (except for any requirements that have been fulfilled by the remainder of Lessee or a Sublessee prior to the term of this Lease, effective as of the date of termination, at the rent and additional rentrejection, and upon the terms, covenants and conditions or disaffirmance); (including all then-remaining options to renew but excluding requirements which have already been fulfilledB) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make be for a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of term commencing on the date of the Notice termination, rejection, or disaffirmance and continuing for the remaining Term or the term of Terminationthe Sublease, as the case may be, before giving effect to the termination, rejection, or disaffirmance; (C) contain a lease or sublease as the case may be on, over, under, upon along and across the Property or such portion thereof as to which the Mortgagee held a lien on the date of the termination, rejection, or disaffirmance; (D) contain a grant to the Mortgagee of access, transmission, communications, utility, and other easements covering such portion or portions of the Property as the Mortgagee may reasonably designate; and (E) enjoy the same priority as this Lease or a Sublease, as the case may be, has over any lien, encumbrance or other interest created by the Lessor, and, in addition theretountil such time as the new Lease or Sublease as the case may be is executed and delivered, all reasonable expensesthe Mortgagee may enter, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination use and enjoy the Easements and the execution Property and delivery conduct operations on the Property as if this Lease or the Sublease, as the case may be, were still in effect At the option of the New Mortgagee, the new Lease or Sublease, as the case may be, may be executed by a designee of the Mortgagee, with the Mortgagee assuming the burdens and which have not otherwise been received by Landlord from Tenant obligations of the Lessee or other party a Sublessee thereunder. If more than one Mortgagee makes a written request for a new Lease or Sublease, as the case may be, under this Section, then the new Lease or Sublease shall be delivered to the Mortgagee whose lien is senior in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeepriority.
Appears in 1 contract
Samples: Wind Energy Lease
New Lease. In . Landlord agrees that in the event that of termination of this Lease is rejected by reason of the rejection hereof by Tenant or a trustee for Tenant in any bankruptcya voluntary or an involuntary case under the Bankruptcy Laws, insolvency or dissolution proceeding or is terminated in the event of a Foreclosure by Landlord following a Tenant Event of Default other than due to a default that is Mortgagee, subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above5.4 hereof, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold the most Senior Mortgagee or its Permitted Leasehold Mortgagee Designee requesting a new lease for the remainder of the term of this LeaseLease Term, effective as of the date of such termination, at the rent and additional rent, and upon the terms, provisions, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, agreements as herein contained provided:
(i) such Permitted Leasehold 8.3.1 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease the new lease within thirty sixty (3060) days after the date of termination, and the Senior Mortgagee and Landlord will execute such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f)new lease within sixty (60) days thereafter;
(iii) such Permitted Leasehold 8.3.2 The Senior Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, the new lease any and all sums which would would, at the time of the execution and delivery thereof thereof, be due and unpaid pursuant to this Lease but for such rejection or termination (its termination, and in addition thereto any expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, to which Landlord shall have incurred been subjected by reason of such rejection the Event of Default;
8.3.3 The Senior Mortgagee shall perform and observe all covenants herein contained on Tenant’s part to be performed, and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under its terms, to the extent the same are curable or such termination may be performed by the Senior Mortgagee;
8.3.4 The tenant under the new lease shall have the same right, title and interest in and to all Improvements and tenant’s improvements located on the execution and delivery of Premises as Tenant had under the New terminated Lease and which have not otherwise been received immediately prior to its termination;
8.3.5 As a condition precedent to Landlord’s obligation to execute any new lease pursuant to this Section, the Mortgagee shall reimburse to Landlord all costs reasonably incurred by Landlord from Tenant or other party in interest under Tenantconnection with the preparation, review and/or execution of any such new lease, including, without limitation, reasonable attorneys’ fees and expenses; and
(iv) such Permitted Leasehold 8.3.6 Nothing herein contained shall require any Mortgagee to enter into a new lease pursuant to this Section, or its Permitted Leasehold Mortgagee Designee shall agree to remedy cure any Default of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeTenant referred to above.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that of a termination of this Lease is rejected for any reason whatsoever or upon the rejection of this Lease by Tenant or a trustee in connection with any bankruptcybankruptcy proceeding, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event will promptly notify the Leasehold Mortgagee of Default other than such termination and the amount of the sums then due to a default that is subject to cure by a Permitted Leasehold Mortgagee Landlord under Section 17.1(d) this Lease, and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have have, within a period of sixty (60) days), the rights as described in Section 17.1(dright to require Landlord to (and Landlord shall) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Portfolio with such Permitted the Leasehold Mortgagee or its Permitted nominee or designee in accordance with the following provisions:
(i) The Leasehold Mortgagee Designee or its nominee or designee shall be entitled to such new lease if the Leasehold Mortgagee shall make written request upon Landlord for such new lease on or before the date which is forty-five (45) days after the date on which the Leasehold Mortgagee shall have received the notice from Landlord of such termination and if such written request is accompanied by the Leasehold Mortgagee’s written agreement to pay to Landlord simultaneously with the execution and delivery of the new lease, and as a condition precedent to the effectiveness thereof, all sums then due to Landlord under this Lease, including all Fixed Annual Rent, Additional Rent and all expenses of Landlord, including reasonable attorneys’ fees and reasonable court costs incurred by Landlord in connection with any and all defaults by Tenant, the termination of this Lease and the preparation of the new lease.
(ii) Such new lease shall be for what would have been the remainder of the term of Term (if this LeaseLease had not been terminated), effective as of the date of such termination, and at the same rent and additional rent, and upon the same terms, provisions, covenants and conditions agreements as herein contained (other than ministerial changes), including all rights and options herein contained (including all then-remaining options to renew but excluding requirements which have already been fulfilled) the Option rights of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Tenant under Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f35);.
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Such new lease shall pay or cause have the same priority as the lease it replaces. Such new lease shall, however, be subject to be paid to Landlord at the time same conditions of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to title as this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior is subject to and remained unpaid as of on the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of immediately preceding such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeetermination.
Appears in 1 contract
New Lease. In (a) Rejection of this Lease by the event that City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless JoePC, with the Lender’s consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, JoePC (or the Lender if it has succeeded to JoePC’s interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a bankruptcy proceeding involving the City pursuant to debtor relief laws and if JoePC (or the Lender on its behalf) elects pursuant to any bankruptcydebtor relief laws to retain its rights under this Lease, insolvency then the rights and remedies of the parties will continue to be governed by the terms of this Lease and JoePC shall continue to have all rights of a tenant under applicable law. The City agrees that the rights of the Lender under the Leasehold Mortgage and any other document or dissolution proceeding instrument executed and delivered in connection with the Leasehold Mortgage shall not be affected or is terminated impaired by Landlord following a Tenant Event the rejection of Default other than due this Lease by the City. The City agrees to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dprovide the Lender with at least ten (10) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with business days’ prior written notice that of its intent to seek to reject this Lease has been rejected in any bankruptcy proceeding involving the City and that it shall not object to the Lender’s standing to file pleadings, appear in court or terminated (“Notice of Termination”), andotherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The City and JoePC agree, for the avoidance benefit of doubtthe Lender, that upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection of this Lease by the City, the right to exercise the election arising under the debtor relief laws either to treat this Lease as terminated or terminationto retain XxxXX’s rights hereunder shall be exercisable exclusively by the Lender and not by XxxXX. Pending the City’s written receipt of notice from the Lender as to such election, Landlord agrees JoePC shall without further act or deed be deemed to have elected to retain its rights under this Lease and to remain in possession of the Leased Property.
(b) In the event of the rejection or disaffirmance of this Lease by JoePC pursuant to any debtor relief laws, the City will enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee Lender or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee designee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease nominee within thirty (30) days after the request of Xxxxxx. The new lease shall be effective as of the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination rejection or disaffirmance of this Lease given pursuant and shall be upon the same terms and provisions contained in this Lease (including the amount of the Rent and other sums due from JoePC hereunder). In order to obtain a new lease, Xxxxxx must make a written request to the City for the new lease within sixty (60) days after the Lender is notified in writing of the effective date of rejection or disaffirmance of the Lease by XxxXX, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Xxxxxx or the party designated by Xxxxxx as JoePC. In addition, Xxxxxx must cure all defaults under the Lease that can be cured by the payment of money and pay to the City all Rent and other sums that would have been due and payable by JoePC under this Lease but for the rejection or disaffirmance of Xxxxxx’s rights under this Section 17.1(f);
(iii6.5(b) such Permitted Leasehold Mortgagee are in addition to, and not limited by, Xxxxxx’s right to cure under Section 6.3. From the effective date of rejection or its Permitted Leasehold Mortgagee Designee shall pay or cause disaffirmance of this Lease to be paid to Landlord at the time date of the execution and delivery of such New Leasenew lease or the expiration of the period during which Lender may make a request, Lender may, upon payment of the Rent and any and all other sums which would at the time of execution and delivery thereof as may be due from JoePC, use and enjoy the leasehold estate created by this Lease without hindrance by the City. For so long as any Lender shall have the right to enter into a new lease with the City pursuant to this Lease but for such rejection or termination (includingSection 6.5, for avoidance of doubt, any amounts that become due prior to and remained unpaid as the City shall not enter into a new lease of the date of Leased Property with any Person other than such Lender, without the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason prior written consent of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLender.
Appears in 1 contract
Samples: Ground Lease
New Lease. In Whenever during the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event initial Term of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovethe Lease, Landlord shall provide each Permitted Leasehold Mortgagee with written lease space to a tenant in the Office of the Americas Building, which space exists among the Expansion Spaces AND WHICH SPACE EXCEEDS 10,000 SQUARE FEET of rentable area AND which space had NOT previously been described in a notice that this Lease has been rejected or terminated to Tenant advising of its then newly leased status (“Notice any lease for space meeting all of Termination”the foregoing requirements is herein referred to as a "NEW LEASE"), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Landlord shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery writing thereafter notify Tenant of such New Lease, such notice to indicate the trade name of the tenant under the New Lease, the suite number or other general description of the location of the space leased, the square footage of rentable area leased, the approximate commencement date, and the actual or expected termination date. New Horizons, Dade County Planning, and any tenant under any such New Lease of which written notice is given to Tenant are all herein referred to from time to time as "EXISTING OR FUTURE TENANTS" or separately as an "EXISTING OR FUTURE TENANT". Landlord agrees to limit all New Leases for Unbuilt Space to a term of no greater than five (5) years; provided, any renewal or extension options therein contained shall provide that such renewal or extension is expressly subject to Tenant's expansion options under this Lease, as herein set forth and therefore expressly conditioned upon Tenant's lack of timely delivery of an "Expansion Notice" hereafter defined respecting such Expansion Space. Tenant expressly acknowledges and affirms that Landlord and others shall rely upon, time being strictly of the essence, and shall be entitled so to do, the effect of Tenant's lack of timely delivery of notice of exercise of an expansion option respecting the applicable Expansion Space, for purposes of relying upon a binding unconditional exercise of an expansion or renewal option, no longer subject to Tenant's rights herein, and Tenant shall indemnify and hold Landlord harmless from all sums which would at suits, claims, damages, losses or liability arising out of Tenant's improper late assertion of an expansion option hereunder where Landlord and the applicable Existing or Future Tenant respecting the applicable Expansion Space have acted in reliance upon a waiver or relinquishment of Tenant's expansion option arising by Tenant's affirmative assurance or failure to exercise such option in the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeematter herein specified.
Appears in 1 contract
Samples: Lease (Global Directmail Corp)
New Lease. (i) In the event that this Lease is rejected terminated as a result of any default by LESSEE hereunder or any other cause (including, without limitation, a rejection of this Lease by LESSEE'S trustee in bankruptcy pursuant to 11 U.S.C. (S)365 or any bankruptcyequivalent provision of law), insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due LESSOR shall in addition to a default that is subject the notices to cure by a Permitted be provided pursuant to subparagraphs 2(b) and 2(c) above provide each Leasehold Mortgagee under Section 17.1(dwithin five (5) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee days of such termination with written notice that this the Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees and of all other defaults, if any, then known to LESSOR. LESSOR shall enter into a new lease (“hereinafter referred to as the "New Lease”") of the Leased Property Premises with such Permitted any Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this LeaseLease (as if this Lease had not been terminated), effective as of the date of termination, at the rent same Rent and additional rentwith the same covenants, conditions and upon the termsagreements (including, covenants without limitation, any and conditions (including all then-remaining options to extend or renew but excluding requirements which have already been fulfilled) the term of this Lease, provided:
(ibut excluding any requirements which are not applicable or have been satisfied by LESSEE prior to termination) as are contained herein, subject only to the conditions of title as the Premises are subject to on the date of the execution of the original Lease and such Permitted matters arising thereafter to which such Leasehold Mortgagee or its Permitted has consented to in writing, and to the right, if any, of any parties then in possession of any part of the Premises, upon receipt by LESSOR of a written request from such Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
on or before sixty (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination LESSOR'S notice of this Lease termination given pursuant to this Section 17.1(f);
(iiisubparagraph 3(f) and thereafter, the lessee under the New Lease shall have the same right, title and interest in and to the Premises and the buildings and improvements thereon as LESSEE had under this Lease. In addition, LESSOR shall convey to such Permitted Leasehold Mortgagee or its Permitted designee title to the Improvements by limited warranty deed for the term of the New Lease, such conveyance to be free and clear of, and include warranties by LESSOR that such conveyance is free and clear of all liens, encumbrances, security interests, easements and other matters created by LESSOR and affecting title to the Improvements. LESSOR shall further assign and transfer to such Leasehold Mortgagee Designee or its designee, without representation or warranty of any kind (other than that LESSOR has taken no action to terminate, assign, transfer or encumber such subleases, or any interest therein), all of LESSOR'S interest in and to any suble ases entered into by LESSEE under the terms of this Lease. The obligations of LESSOR to enter into a New Lease shall be subject to the following conditions:
(A) Such Leasehold Mortgagee or its designee shall pay or cause to be paid to Landlord LESSOR at the time of the execution and delivery of such New Lease, Lease any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s 's fees, which Landlord LESSOR shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord LESSOR from Tenant LESSEE or any other party in interest under Tenant; and
(ivLESSEE. Upon the execution of such New Lease, LESSOR shall allow the LESSEE named therein as an offset against the sums otherwise due under this subparagraph 3(f) or the New Lease, an amount equal to the net income derived by LESSOR from the Premises during the period from the date of termination of this Lease to the date of beginning of the term of such Permitted New Lease. In the event of a controversy as to the amount to be paid to LESSOR pursuant to this subparagraph 2(f)(i)(A), the payment obligation shall be satisfied in the event that LESSOR shall be paid the amount not in controversy, and such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree to remedy pay any additional sum ultimately determined to be due plus interest at the rate of Tenant’s eight percent (8%) per annum and such obligation shall be adequately secured;
(B) Such Leasehold Mortgagee or its designees shall agree to cure any defaults of LESSEE under the terminated lease of which said Permitted LESSOR shall have notified Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or as required in any other written notice of Landlord) this Lease and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted such Leasehold Mortgagee or its Permitted designee; and
(C) The tenant under any such New Lease shall be liable to perform the obligations imposed on the LESSEE by such New Lease only during the period such tenant has ownership of the leasehold estate hereby created.
(ii) In the event that more than one Leasehold Mortgagee Designeeshall make written request upon LESSOR for a New Lease, then the New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee whose Leasehold Mortgage shall be most junior in lien, provided (A) the holder of any Leasehold Mortgage prior in lien who makes such written request upon LESSOR shall have been paid all installments of interest and amortization of principal then due and owing to such Leasehold Mortgagee, plus all expenses, including reasonable attorney's fees, incurred by such Leasehold Mortgagee in connection with the termination of this Lease, the execution and delivery of the New Lease and the execution and delivery of all documents reasonably necessary to protect the priority of its Leasehold Mortgage; (B) the new lessee will assume, in writing, all of the covenants, agreements and obligations on the part of the defaulted LESSEE under any Leasehold Mortgage prior in lien to be kept, observed and performed on the part of such defaulted LESSEE, subject nevertheless to the terms and conditions of such Leasehold Mortgage, and shall execute and deliver to all holders of any Leasehold Mortgage prior in lien who have made a written request upon LESSOR pursuant to subparagraph 2(f) such documents as are necessary to keep such Leasehold Mortgages in full force and effect, and (C) the holder of any Leasehold Mortgage prior in lien shall have received from the title insurance company insuring such Leasehold Mortgage assurances (at no expense to it) satisfactory to such Leasehold Mortgagee that its Leasehold Mortgage continues, with respect to the New Lease, in the same manner and order of priority of lien as was in existence with respect to this Lease and that the leasehold estate of the new lessee created by such New Lease shall be subject to the lien of any Leasehold Mortgage prior in lien in the same manner and order of priority of lien as was in existence with respect to the leasehold estate created under this Lease. All holders of Leasehold Mortgages prior in lien who have delivered a written request to LESSOR pursuant to subparagraph 2(f) shall act in good faith and cooperate with the holder of the Leasehold Mortgage junior in lien so as to permit such junior Leasehold Mortgagee to take advantage of the provisions of this subparagraph 3(f). In the event that all of the conditions of clauses (A), (B) and (C), above, shall not have been satisfied by or with respect to such junior Leasehold Mortgagee, the next most junior Leasehold Mortgagee who shall have delivered a written request to LESSOR pursuant to subparagraph 2(f) shall have paramount rights to the benefits set forth in this subparagraph. In the event the conditions of clauses (A), (B) and (C), above, shall not be satisfied with respect to such next most junior Leasehold Mortgagee, the provisions of this subparagraph 2(f)(ii) shall apply with respect to each Leasehold Mortgagee next most junior until such conditions are satisfied. In the event of any dispute as to the respective senior and junior priorities of any such Leasehold Mortgages, the certification of such priorities by a title company doing business in the state where the Premises are located, satisfactory to LESSOR, shall be conclusively binding on all parties concerned. LESSOR'S obligation to enter into a New Lease with any junior Leasehold Mortgagee shall be subject to the receipt by LESSOR of evidence reasonably satisfactory to it that the conditions of clauses (A), (B) and (C), above, have been satisfied with respect to all senior Leasehold Mortgages.
(iii) The new lessee under any such New Lease shall be liable to perform the obligations imposed on the LESSEE by such New Lease only during the period such person has an ownership of the leasehold estate created by such New Lease.
(iv) LESSOR shall have the right, without the consent of LESSEE, at all times to encumber LESSOR'S fee simple interest in the Premises and LESSOR'S interest in this Lease, provided that each such security instrument placed on the Premises by LESSOR shall by its terms be subject and subordinate to this Lease, to the right, title and interest of LESSEE in the Premises and the Improvements, and to the rights and interests of any Leasehold Mortgagee hereunder in this Lease (including, without limitation, the right of any Leasehold Mortgagee to enter into a New Lease) and the interest of LESSEE in the leasehold estate hereby created. Upon the request of LESSEE or any Leasehold Mortgagee, LESSOR shall obtain (at LESSEE'S sole cost and expense) an agreement in recordable form in which the holder of the mortgage on LESSOR'S fee simple interest in the Premises and LESSOR'S interest in this Lease acknowledges that such mortgage is subordinate to this Lease and to the rights of LESSEE and such Leasehold Mortgagee as set forth above.
(v) The new lessee under such New Lease shall, upon entering into such New Lease, acquire all of the right, title and interest of LESSEE in and to any and all subleases of all or any part of the Premises and the Improvements and upon the request of such new lessee, LESSEE shall execute, acknowledge and deliver to such new lessee an assignment in recordable form evidencing such conveyance.
Appears in 1 contract
Samples: Ground Lease (Equifax Inc)
New Lease. In the event that of the termination of this Lease lease as a result of Tenant’s event of default or if this lease is rejected in or disaffirmed pursuant to any bankruptcybankruptcy or similar law or proceeding, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord Owner shall provide each Permitted Leasehold Mortgagee with written notice that this Lease lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”)all sums which would at that time be due under this lease absent such termination and of all other defaults, andif any, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted known to Owner. Leasehold Mortgagee shall then have the rights as described in Section 17.1(d) and Section 17.1(e) aboveright, but rather such Permitted Leasehold Mortgagee instead shall not the obligation, to have the rights described in this Section 17.1(f)). Following any such rejection it or termination, Landlord agrees to its designee enter into a new lease (the “New Lease”) of the Leased Property premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Owner for the remainder of the term of this Leaselease term, effective as of the date of such termination, at the rent and additional rentprovided for herein, and upon all of the other terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Leaselease, provided:
to include any applicable rights of renewal provided that (ia) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord makes written request upon Owner for such New Lease within thirty sixty (3060) days after the date receipt of Owner’s notice of such Permitted termination and (b) Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord pay, at the time of the execution and delivery of such New Lease, any and all sums which would at the such time of execution and delivery thereof be due pursuant to this Lease lease, but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, plus all reasonable expenses, including reasonable documented attorney’s attorneys’ fees, which Landlord Owner shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease Lease); and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(ivc) such Permitted that Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee successor tenant satisfies any other legal prerequisite to occupancy that may exist, such as land use entitlements or amendments, environmental review, or similar requirements related to type of use contemplated by the successor tenant. The successor tenant under any such New Lease shall agree be liable to remedy perform the obligations imposed by such New Lease only during the period the successor tenant has ownership of the leasehold estate created thereby. Upon the execution of such New Lease, Owner shall allow the successor tenant to offset against the sums otherwise due under this Section 23.1.7 or under the New Lease, an amount equal to the net income in fact derived by Owner from the premises during the period from the date of termination of this lease to the date of the beginning of the term of the New Lease, if any, which, for the avoidance of doubt, will be net of all property income received by Owner and expended for capital improvements to the improvements located on the premises during such period. In addition to the New Lease, Owner shall upon the request of the successor tenant, execute and deliver (in recordable form) to such successor tenant, such deeds, bills of sale and assignments whereby the Owner conveys to the successor tenant, without warranty of title but with confirmation of no prior assignment by Owner, all of Owner’s right, title and interest, in, to and under any portion of Tenant’s defaults interest that may have reverted to Owner on account of which said Permitted the termination of this lease, including without limitation any resident agreements. Upon the request of such successor tenant, Owner shall also execute a new memorandum of lease with respect to the New Lease. In no event shall Leasehold Mortgagee was notified by Landlord’s Notice have the ability to exercise the rights described herein after the expiration of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis lease on August 31, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee2020.
Appears in 1 contract
Samples: Lease
New Lease. In the event that If this Lease is terminated for any reason, or if this Lease is rejected in or disaffirmed pursuant to any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovelaw affecting creditors’ rights, Landlord shall provide each Permitted give notice thereof to up to two (2) Leasehold Mortgagees whose contact information Xxxxxxxx has received in a notice to Landlord, in the manner provided by the notice provisions of this Lease. Such notice will include an itemization of Events of Default or other reason for the termination of this Lease. Landlord, upon written request of any such Leasehold Mortgagee with written notice that this Lease (or if more than one (1) Leasehold Mortgagee makes such request, the Leasehold Mortgagee whose Leasehold Mortgage has been rejected the most senior lien as determined by Landlord on the basis of a mortgagee title insurance policy or terminated (“Notice title certificate issued by a title insurance company doing business within the State of Termination”Florida, unless the senior-most Leasehold Mortgagee otherwise agrees in writing), and, for made within 60 days after the avoidance of doubt, upon delivery giving of such Notice of Terminationnotice by Landlord, no Permitted without obligation or liability to any other Leasehold Mortgagee or Tenant, shall have the rights as described in Section 17.1(d) promptly execute and Section 17.1(e) above, but rather deliver to such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) Lease of the Leased Property with Private Facilities, naming such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee as the tenant, for the remainder of the term applicable Lease Term upon all of the terms, covenants, and conditions of this Lease except for such provisions that must be modified to reflect such termination, rejection or disaffirmance and the passage of time, if such Leasehold Mortgagee shall pay to Landlord, concurrently with the delivery of such New Lease, effective as of all unpaid Rent and any other amounts due under this Lease up to and including the date of termination, at the rent and additional rent, and upon commencement of the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) term of this such New Lease, provided:
(i) such Permitted . Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment execute and deliver to Landlord for such New Lease within thirty (30) 30 days after the date delivery of such Permitted New Lease by Landlord to Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the Mortgagee. Upon execution and delivery of such New Lease, any and Leasehold Mortgagee shall cure or cause to be cured all sums which would at the time Events of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received Default specified by Landlord from Tenant or other party in interest under Tenant; and
(iv) that are capable of being cured by such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any designee promptly and with reasonable diligence after the delivery of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified such New Lease. Any New Lease, or this Lease if assumed by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted a Leasehold Mortgagee or its Permitted designee, shall be freely assignable by a Leasehold Mortgagee Designeeor its designee to, and assumed by, any Affiliate, any party that would be a Qualified Purchaser, any other party in accordance with the assignment or sublease provisions of this Lease or as otherwise may be agreed to by Landlord and a Leasehold Mortgagee.
Appears in 1 contract
Samples: Ground Lease Agreement
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, at any time and --------- from time to time during the Term for any purpose, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities (individually, a "Separated Property" or collectively, the "Separated Properties") is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in Section 17.1(d) which case:
32.2.1 Lessor and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (“the "New Lease”") of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 3.2.3 below (the "New Lease Effective Date"), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(ia) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(iib) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases;
(c) To the extent there is any Deferred Rent under this Lease with respect to any such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Separated Property(ies), then such Deferred Rent shall make a bindingbe Deferred Rent under the New Lease and shall be paid in the amounts and at the time provided for payment of Deferred Rent under this Lease; and
(d) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, writtenperformance and satisfaction of all duties, irrevocable commitment obligations and liabilities arising under this Lease, insofar as they relate to Landlord the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such New Lease).
32.2.2 Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby.
32.2.3 In the case of any New Lease that is entered into in accordance with this Section 32.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 32.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 32.2.
32.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 32.2.
Appears in 1 contract
New Lease. In the event that of the termination of this CLEC Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this CLEC Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this CLEC Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, 7777 if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this CLEC Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this CLEC Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s 's Notice of Termination of this CLEC Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this CLEC Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s 's fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s 's Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Clec Master Lease (Uniti Group Inc.)
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected in for any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default reason other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) Tenant for nonpayment of Monthly Rent or Additional Rent and Section 17.1(e) aboveother payments herein provided for, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated upon Mortgagee’s acquisition of the leasehold by foreclosure (“Notice of Termination”or in lieu thereof), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, that Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted the Leasehold Mortgagee Mortgagee(s) or its Permitted Leasehold Mortgagee Designee successor(s) or assignee(s), for the remainder of the term of this LeaseTerm, effective as of the date of such termination, at the rent Monthly Rent and additional rent, Additional Rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to the same conditions (including all then-remaining options of title as this Lease is subject to renew but excluding requirements which have already been fulfilled) on the date of this Leasethe execution hereof, and to the rights, if any, of any parties then in possession of any part of the Premises, provided:
(iA) such Permitted Said Leasehold Mortgagee Mortgagee(s) or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(iisuccessor(s) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee assignee(s) shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease new lease within thirty sixty (3060) days after the date of such Permitted Leasehold Mortgagee receives Landlord’s Notice termination and such written request is accompanied by payment to Landlord of Termination of sums then due to Landlord under this Lease given pursuant to this Section 17.1(f);Lease.
(iiiB) such Permitted Said Leasehold Mortgagee Mortgagee(s) or its Permitted Leasehold Mortgagee Designee successor(s) or assignee(s) shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Leasesaid new lease, any and all sums which would at the time of the execution and delivery thereof thereof, be due pursuant to this Lease but for such rejection termination.
(C) Said Leasehold Mortgagee(s) or termination (including, for avoidance its successor(s) or assignee(s) shall perform and observe all covenants herein contained on Tenant’s part to be performed and shall further remedy any other conditions which Tenant under the terminated Lease was obligated to perform under the terms of doubt, any amounts this Lease other than nonmonetary covenants or conditions that become due prior to and remained unpaid as of the date of the Notice of Terminationcannot be performed by Leasehold Mortgagee(s) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the its successor(s). Upon execution and delivery of such new lease, any subleases which may have theretofore been assigned and transferred by Tenant to Landlord, as security under this Lease, shall thereupon be deemed to be held by Landlord as security for the New performance of all of the obligations of Tenant under the new lease.
(D) The Tenant under such new lease shall have the same right, title and interest in the Premises as Tenant had under the terminated Lease and which have not otherwise been received Landlord shall execute all deeds, assignments and other documents reasonably required by Landlord from the Tenant or other party in interest under Tenant; andsuch new Lease to accomplish this result.
(ivE) such Permitted The new lease shall be assignable by the Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree successor or assignee, as the Tenant under the new Lease, subject to remedy any all of the terms and provisions set forth in Paragraph 13 above with respect to an assignment by Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
New Lease. In the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following as a Tenant result of a Material Event of Default other than due as permitted by this Lease, Landlord shall, in addition to a providing the notices of default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) termination as required above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. If this Lease has been so terminated, then subject to the conditions set forth below, Landlord agrees to shall enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted designee, within forty-five (45) days after such Leasehold Mortgagee Designee Mortgagee’s request for the remainder of the term of this Leasea New Lease is delivered to Landlord, which New Lease shall (a) be effective as of the date of such termination, (b) extend for the balance of the unexpired Term of this Lease, subject to earlier termination as set forth in this Lease, and (c) be at the rent and additional rent, same Rent and upon all of the same terms, covenants and conditions as this Lease, (including all then-remaining options to renew but excluding except for requirements which already have already been fulfilled) of this Leaseperformed and require no continued performance), provided:
(i) such Permitted 1. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to reasonably prompt written request upon Landlord for such New Lease within thirty Lease, but not later that sixty (3060) days after the date receipt of such Permitted Leasehold Mortgagee receives Landlord’s Notice notice of Termination of this Lease given pursuant to this Section 17.1(f);termination.
(iii) such Permitted 2. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all Base Rent and all other sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; andtermination.
(iv) such Permitted 3. Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree to promptly remedy any all of Tenant’s defaults the Curable Events of Default of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice has received written notice.
4. Any New Lease made pursuant to this Section shall be prior to any mortgage or other lien, charge or encumbrance on the fee of Termination (or the Property and the tenant under such New Lease shall have the same right, title and interest in any other written notice of Landlord) and which can be cured through to the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeProperty as Tenant had under this Lease.
Appears in 1 contract
Samples: Ground Sub Sublease
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default under this Lease, or if Tenant as debtor in possession, or any trustee for Tenant's bankruptcy estate in any bankruptcybankruptcy proceedings, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveshall reject this Lease, then Landlord shall provide each Permitted Leasehold Tenant's Mortgagee with written notice that this Lease has been rejected terminated or terminated (“Notice rejected, as the case may be, together with a statement of Termination”)all sums which would at that time be due under this Lease but for such termination or rejection, andand of all other defaults of Tenant, for the avoidance of doubtif any, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f))then known to Landlord. Following any such rejection or termination, Landlord agrees to enter into a new lease (“"New Lease”") of the Leased Property Premises with such Permitted Leasehold Tenant's Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder nominee (provided such nominee is reasonably financially capable of the term of carrying out Tenant's obligations under this Lease, ) effective as of the date of terminationtermination or rejection, as the case may be, at the rent Minimum Rent, Percentage Rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Tenant's Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms nominee (provided such nominee is reasonably financially capable of Section 22.2;
(iicarrying out Tenant's obligations under this Lease) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which are and/or would have at the time of execution and delivery thereof be been due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; andtermination;
(ivii) such Permitted Leasehold Tenant's Mortgagee or its Permitted Leasehold Mortgagee Designee nominee shall agree to remedy any of Tenant’s 's defaults of which said Permitted Leasehold Tenant's Mortgagee was notified by Landlord’s Notice 's notice(s) of Termination (termination and/or default or in any other written notice of Landlord) and otherwise which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Tenant's Mortgagee or its Permitted nominee, and it is hereby agreed that all monetary defaults are susceptible of cure.
(iii) Any New Lease made pursuant to this Section 12.6.4 shall be prior to any lien, charge or encumbrance on the Premises which was junior and subordinate to such Leasehold Mortgagee DesigneeMortgage prior to the termination of this Lease and the tenant under such New Lease shall have the same right, title and interest in and to the Premises as Tenant had under this Lease.
Appears in 1 contract
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event on account of Default other than due to a default (and provided that is subject an unsatisfied Leasehold Mortgage stands of record) or in the event Tenant’s interest under this Lease shall be sold, assigned, or transferred pursuant to cure by a Permitted the exercise of any remedy of the Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) aboveMortgage lender, or pursuant to judicial or other proceedings, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubtshall, upon delivery of written request by Leasehold Mortgage lender given within sixty (60) days after such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into immediately execute and deliver a new lease (“New Lease”) Lease of the Leased Property with such Permitted Premises to Leasehold Mortgagee Mortgage lender or its Permitted Leasehold Mortgagee Designee nominee, purchaser, assignee or transferee, upon written request by such person or entity given within sixty (60) days after such termination, sale, assignment, or transfer.
(i) Such New Lease shall be for the remainder of the term of this LeaseLease Term with the same agreements, effective as of the date of terminationcovenants, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding except for any requirements which have already been fulfilledfulfilled by Tenant prior to termination) as are contained in this Lease and with priority equal to that of this Lease, provided:
(i) , however, that Leasehold Mortgage lender shall promptly cure any default of Tenant susceptible to cure by Leasehold Mortgage lender, and provided further that if more than one Leasehold Mortgage lender requests such Permitted New Lease, the Leasehold Mortgagee or its Permitted Mortgage lender holding the most senior Leasehold Mortgagee Designee Mortgage shall comply with the applicable terms of Section 22.2;prevail.
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the Upon execution and delivery of such New Lease, any and all sums which would Landlord shall cooperate with the new Tenant, at the time expense of execution the new Tenant, in taking such action as shall be necessary to cancel and delivery thereof be due pursuant to discharge this Lease but for and to remove Tenant named in it from the Premises. In such rejection event the ownership of any building or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant buildings or other party in interest under Tenant; and
(iv) improvements of any kind shall be deemed to have been transferred directly to such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any transferee of Tenant’s defaults interest in this Lease and the provisions of which said Permitted Leasehold Mortgagee was notified by this Lease causing such building or buildings or other improvements to become the property of Landlord in the event of termination of this Lease shall be ineffective as applied to any such termination.
(iii) Landlord shall, at no expense to Landlord, execute such deed or other instrument of conveyance as may be necessary for fee simple title to the building or buildings or other improvements, but not the Premises, to be insured in such transferee of Tenant’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeinterest.
Appears in 1 contract
Samples: Ground Lease Agreement
New Lease. In (a) Rejection of this Lease by the event that City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless SAMP, with the Lender's consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, SAMP (or the Lender if it has succeeded to SAMP's interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a bankruptcy proceeding involving the City pursuant to debtor relief laws and if SAMP (or the Lender on its behalf) elects pursuant to any bankruptcydebtor relief laws to retain its rights under this Lease, insolvency then the rights and remedies of the parties will continue to be governed by the terms of this Lease and SAMP shall continue to have all rights of a tenant under applicable law. The City agrees that the rights of the Lender under the Leasehold Mortgage and any other document or dissolution proceeding instrument executed and delivered in connection with the Leasehold Mortgage shall not be affected or is terminated impaired by Landlord following a Tenant Event the rejection of Default other than due this Lease by the City. The City agrees to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dprovide the Lender with at least ten (10) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with business days' prior written notice that of its intent to seek to reject this Lease has been rejected in any bankruptcy proceeding involving the City and that it shall not object to the Lender's standing to file pleadings, appear in court or terminated (“Notice of Termination”), andotherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The City and SAMP agree, for the avoidance benefit of doubtthe Lender, that upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection of this Lease by the City, the right to exercise the election arising under the debtor relief laws either to treat this Lease as terminated or terminationto retain XXXX's rights hereunder shall be exercisable exclusively by the Lender and not by SAMP. Pending the City's written receipt of notice from the Lender as to such election, Landlord agrees SAMP shall without further act or deed be deemed to have elected to retain its rights under this Lease and to remain in possession of the Leased Property.
(b) In the event of the rejection or disaffirmance of this Lease by SAMP pursuant to any debtor relief laws, the City will enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee Lender or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee designee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease nominee within thirty (30) days after the request of Xxxxxx. The new lease shall be effective as of the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination rejection or disaffirmance of this Lease given pursuant and shall be upon the same terms and provisions contained in this Lease (including the amount of the Rent and other sums due from SAMP hereunder). In order to obtain a new lease, Xxxxxx must make a written request to the City for the new lease within sixty (60) days after the Lender is notified in writing of the effective date of rejection or disaffirmance of the Lease by XXXX, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Xxxxxx or the party designated by Xxxxxx as SAMP. In addition, Xxxxxx must cure all defaults under the Lease that can be cured by the payment of money and pay to the City all Rent and other sums that would have been due and payable by SAMP under this Lease but for the rejection or disaffirmance of Xxxxxx's rights under this Section 17.1(f);
(iii6.5(b) such Permitted Leasehold Mortgagee are in addition to, and not limited by, Xxxxxx's right to cure under Section 6.3. From the effective date of rejection or its Permitted Leasehold Mortgagee Designee shall pay or cause disaffirmance of this Lease to be paid to Landlord at the time date of the execution and delivery of such New Leasenew lease or the expiration of the period during which Lender may make a request; Lender may, upon payment of the Rent and any and all other sums which would at the time of execution and delivery thereof as may be due from SAMP, use and enjoy the leasehold estate created by this Lease without hindrance by the City. For so long as any Lender shall have the right to enter into a new lease with the City pursuant to this Lease but for such rejection or termination (includingSection 6.5, for avoidance of doubt, any amounts that become due prior to and remained unpaid as the City shall not enter into a new lease of the date of Leased Property with any Person other than such Lender, without the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason prior written consent of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLender.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that If this Lease is terminated for any reason, or if this Lease is rejected in or disaffirmed pursuant to any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovelaw affecting creditors’ rights, Landlord shall provide each Permitted give notice thereof to up to two Leasehold Mortgagees whose contact information Landxxxx xxx received in a notice to Landlord, in the manner provided by the notice provisions of this Lease. Such notice will include an itemization of Events of Default or other reason for the termination of this Lease. Landlord, upon written request of any such Leasehold Mortgagee with written notice that this Lease (or if more than one Leasehold Mortgagee makes such request, the Leasehold Mortgagee whose Leasehold Mortgage has been rejected the most senior lien as determined by Landlord on the basis of a mortgagee title insurance policy or terminated (“Notice title certificate issued by a title insurance company doing business within the State of Termination”Florida, unless the senior-most Leasehold Mortgagee otherwise agrees in writing), and, for made within 60 days after the avoidance of doubt, upon delivery giving of such Notice of Terminationnotice by Landlord, no Permitted without obligation or liability to any other Leasehold Mortgagee or Tenant, shall have the rights as described in Section 17.1(d) promptly execute and Section 17.1(e) above, but rather deliver to such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) Lease of the Leased Property with Private Facilities, naming such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee as the tenant, for the remainder of the term applicable Lease Term upon all of the terms, covenants, and conditions of this Lease except for such provisions that must be modified to reflect such termination, rejection or disaffirmance and the passage of time, if such Leasehold Mortgagee shall pay to Landlord, concurrently with the delivery of such New Lease, effective as of all unpaid amounts due under this Lease up to and including the date of termination, at the rent and additional rent, and upon commencement of the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) term of this such New Lease, provided:
(i) such Permitted . Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment execute and deliver to Landlord for such New Lease within thirty (30) 30 days after the date delivery of such Permitted New Lease by Landlord to Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the Mortgagee. Upon execution and delivery of such New Lease, any and Leasehold Mortgagee shall cure or cause to be cured all sums which would at the time Events of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received Default specified by Landlord from Tenant or other party in interest under Tenant; and
(iv) that are capable of being cured by such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any designee promptly and with reasonable diligence after the delivery of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified such New Lease. Any New Lease, or this Lease if assumed by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted a Leasehold Mortgagee or its Permitted designee, shall be freely assignable by a Leasehold Mortgagee Designeeor its designee to, and assumed by, any Affiliate, any party that would be a Qualified Purchaser, any other party in accordance with the assignment or sublease provisions of this Lease or as otherwise may be agreed to by Landlord and a Leasehold Mortgagee.
Appears in 1 contract
Samples: Ground Lease Agreement
New Lease. In the event that of the termination of this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice Notice that this Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case only if such entity is a Foreclosure Transferee) for the remainder of the term Term (including any Renewal Terms) of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Lease Agreement (Blackstone Real Estate Income Trust, Inc.)
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, in Section 17.1(dconnection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and Section 17.1(e) aboveremoved from this Lease, but rather and to simultaneously execute a substitute lease with respect to such Permitted Leasehold Mortgagee instead Separated Property(ies), in which case:
31.2.1 Lessor and Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (the “New Lease”) of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3 below (the “New Lease Effective Date”), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(ia) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(iib) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and
(c) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or New Lease). .
31.2.2 Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its Permitted Leasehold Mortgagee Designee shall make rights, obligations and/or benefits hereunder (other than of a binding, written, irrevocable commitment to Landlord for de minimis nature).
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 31.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 1 contract
Samples: Master Transactions and Cooperation Agreement (Brookdale Senior Living Inc.)
New Lease. In If this Lease terminates because of Tenant’s default or if the event that Leasehold Estate is foreclosed, or if this Lease is rejected in or disaffirmed pursuant to bankruptcy law or other law affecting creditors’ rights, the Landlord shall, upon written request from any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dwithin sixty (60) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following days after any such rejection or terminationevent, Landlord agrees to enter into a new lease agreement concerning the Property, on the following terms and conditions:
(“New Lease”1) The terms of the Leased Property with such Permitted Leasehold Mortgagee new agreement shall commence on the date of termination, foreclosure, rejection or its Permitted Leasehold Mortgagee Designee disaffirmance and shall continue for the remainder of the term of this Lease, effective as of the date of termination, at the same rent and additional rent, and upon subject to the terms, covenants same terms and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of set forth in this Lease. Such new agreement shall be subject to all existing subleases, provided:provided the subtenants are not then in default.
(i2) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee The new agreement shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease be executed within thirty (30) days after receipt by Landlord of written notice of the date such Permitted Leasehold Mortgagee receives LandlordMortgagee’s Notice of Termination election to enter a new agreement, provided said Leasehold Mortgagee: (i) pays to Landlord all rent and other monetary charges payable by Tenant its successors or assigns, as applicable, under the terms of this Lease given pursuant up to the date of execution of the new agreement, as if this Section 17.1(f);
Lease had not been terminated, foreclosed, rejected or disaffirmed, less the rent and other income actually collected by Landlord from subtenants or other occupants of the Property; (ii) performs all other obligations of Tenant under the terms of this Lease, to the extent performance is then due and susceptible of being cured and performed by the Leasehold Mortgagee; and (iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay agrees in writing to perform, or cause to be paid performed, all non-monetary obligations which have not been performed by Tenant and would have accrued under this Lease up to the date of commencement of the new agreement, except those obligations which constitute non-curable defaults. Any new agreement with the Leasehold Mortgagee shall enjoy the same priority as this Lease over any lien, encumbrance or other interest created by Landlord.
(3) After the termination, rejection or disaffirmance of this Lease and during the period thereafter during which any Leasehold Mortgagee shall be entitled to enter into a new agreement concerning the Property, Landlord at will not terminate any sublease or the time rights of any sublease thereunder unless such sublease shall be in default under such sublease. During such period, if the Landlord shall receive any rent and other payments due from subleases, including subleases whose attornment it shall have agreed to accept, it will do so as agent of such Leasehold Mortgagee and shall deposit such rents and payments in a separate and segregated account in trust subject to a right of setoff against amounts due to Landlord; and, upon the execution and delivery of such New Leasenew agreement, shall account to the Tenant under said new agreement for the rent and other payments made under said subleases; and the Tenant shall thereupon assign the rent and other payments due under said subleases to any Leasehold Mortgagees under the Agreement. The collection of rent by the Landlord acting as an agent pursuant to this Section shall not be deemed an acceptance by Landlord for its own account of the attornment of any sublease unless Landlord shall have agreed in writing with such sublease that its tenancy shall be continued following the expiration of any period during which a Leasehold Mortgagee may be granted a new agreement, in which case such attornment shall take place upon such expiration but not before. Landlord shall not be under any obligation to enforce any sublease.
(4) If Landlord has consented to additional Mortgages and all sums which would at more than one Leasehold Mortgagee makes a written request for a new agreement pursuant hereto, the time new agreement shall be delivered to the Leasehold Mortgagee requesting such new agreement whose Mortgage is prior in lien, and the written request of any other Mortgagee whose lien is subordinate shall be void and of no further force and effect. At no expense to Landlord, a Leasehold Mortgagee shall provide a current title report on the Property to Landlord reflecting the priority of the lien of such Leasehold Mortgagee.
(5) The provisions of this Section 13.4 shall survive the termination, rejection or dissaffirmance of this Lease and shall continue in full force and effect thereafter to the same extent as if this section were a separate and independent contract made by Landlord, Tenant and such Leasehold Mortgagee, and, from the effective date of such termination, rejection or disaffirmance of the Agreement to the date of execution and delivery thereof be due pursuant to this Lease but for of such rejection new agreement, such Leasehold Mortgagee may use and enjoy said Leased Premises without hindrance by Landlord or termination (includingany person claiming by, for avoidance of doubt, any amounts through or under Landlord; provided that become due prior to and remained unpaid as all of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, conditions for a new agreement as set forth herein are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeecomplied with.
Appears in 1 contract
Samples: Lease Agreement (New Generation Biofuels Holdings, Inc)
New Lease. In the event that of the termination of this ILEC Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this ILEC Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this ILEC Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this ILEC Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this ILEC Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this ILEC Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this ILEC Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Ilec Master Lease (Uniti Group Inc.)
New Lease. In Landlord agrees that in the event that of termination of this Lease is rejected in by reason of any bankruptcydefault by Lessee, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event reason of Default other than due to a default that is subject to cure the disaffirmance hereof by a receiver, liquidator or trustee for Lessee or Lessee's property or any other reason whatsoever, Landlord if requested by any Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to will enter into a new lease (“New Lease”) of the Leased Property Property, with such the Permitted Leasehold Mortgagee requesting a new lease or its Permitted Leasehold Mortgagee Designee designee, for the remainder of the term of this LeaseTerm, effective as of the date of such termination, at the rent and additional rent, and upon subject to the terms, provisions, covenants and conditions (including all then-remaining options agreements as herein contained and subject to renew but excluding requirements which have already been fulfilled) the rights, if any, of this Leaseany parties then in possession of any part of the Property, provided:
(i) such The Permitted Leasehold Mortgagee or its shall make written request upon Landlord for the new lease within sixty (60) days after the Permitted Leasehold Mortgagee Designee shall comply with receives notice of the applicable terms of Section 22.2termination;
(ii) such The Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment perform and observe all covenants contained in the terminated Lease on Lessee's part to Landlord for such New Lease within thirty (30) days be performed after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f)the new Lease;
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee The lessee under the new lease shall pay or cause have the same right, title and interest in and to be paid to Landlord at the time of buildings and improvements on the execution and delivery of such New Lease, any and all sums which would at Property as Lessee had under the time of execution and delivery thereof be due pursuant to this terminated Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due immediately prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenantits termination; and
(iv) such Notwithstanding anything to the contrary expressed or implied elsewhere in this Lease, any new lease made pursuant to this Section 2.23.7 shall enjoy the same priority in time as this Lease over any mortgage, deed of trust, or other lien, charge, or encumbrance on the Property.
(v) Any new lease made pursuant to this Section 2.23.7 shall be accompanied by a conveyance from Landlord to the new lessee of title to the Improvements (free of any mortgage, deed of trust, lien, charge, or encumbrance created by Landlord) for a term of years equal to the term of the new lease, subject to the reversion in favor of Landlord upon expiration or sooner termination of the new lease.
(vi) Nothing herein contained shall obligate or require any Permitted Leasehold Mortgagee or its to enter into a new lease pursuant to this Section 2.23.7, nor to cure any default of Lessee referred to above.
(vii) If a Permitted Leasehold Mortgagee Designee shall agree elect to demand a new lease, Landlord agrees, at the request of, on behalf of and at the expense of the Permitted Leasehold Mortgagee, to institute and pursue diligently to conclusion the appropriate legal remedy or remedies to evict, oust or remove the Lessee from the Property, but not any subtenant of Tenant’s defaults of which said Lessee actually occupying the Property, or any part thereof.
(viii) Unless and until Landlord has received notice from any Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through that the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee elects not to demand a new lease as provided in this Section 2.23.7, or its until the period therefor has expired, Landlord shall not cancel or agree to the termination or surrender of any existing subleases, nor enter into any new subleases hereunder without the prior written consent of the Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section 17.1(dhad the opportunity, but did not, cure the default as set forth in Sections (d) and Section 17.1(e(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Master Lease has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord and of all other defaults, if any, then known to Landlord. Xxxxxxxx agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Mortgage Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(fsubsection (f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
New Lease. (a) In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a and Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease written agreement whereby Landlord leases to Tenant, and Tenant leases from Landlord, the balance of the rentable area of the Adjacent Building so that Tenant is leasing the entire Adjacent Building, then the parties shall, upon either party's request, enter into a written agreement whereby (“New Lease”i) Tenant leases the Adjacent Building on a triple net basis, and (ii) the applicable provisions of the Lease (as amended by this Amendment) shall be appropriately modified to reflect (x) that Tenant is leasing the entire Adjacent Building and that the maintenance, repair and replacement obligations with respect to the Adjacent Building shall be allocated between Landlord and Tenant in the same manner that they were allocated between Landlord and Tenant under the Lease with respect to the Building, (y) that Tenant will be responsible for the payment of one hundred percent (100%) of the Leased Property operating expenses and real estate taxes for the Building and the Adjacent Building, and (z) that the amount of the management fee that is included as part of operating expenses under the Lease shall be appropriately increased to reflect the rentable square footage of the Adjacent Building.
(b) Notwithstanding anything herein to the contrary, in the event that Landlord desires to sell the Building or the Adjacent Building such that the two buildings will be owned by two (2) different parties, then, upon written notice from Landlord, Tenant will enter into a separate lease with such Permitted Leasehold Mortgagee Landlord (or its Permitted Leasehold Mortgagee Designee successor) for the remainder each of the term of this Lease, effective as of Expansion Premises and the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s feesOriginal Premises, which Landlord shall have incurred leases will contain the same economic terms as are currently contained in the Lease (as amended by reason of such rejection or such termination this Amendment) as appropriately allocated to the Original Premises and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneePremises.
Appears in 1 contract
Samples: Lease (Pe Corp)
New Lease. In the event that of the termination of this Ground Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than (including without limitation due to the rejection of this Ground Lease in a default that bankruptcy proceeding in which Tenant is subject to cure the debtor) before the expiration of the Ground Lease Term, except (i) as the result of damage or destruction as provided in ARTICLE 11 above or (ii) by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) taking as provided in ARTICLE 12 above, Landlord shall provide each Permitted deliver to Ground Leasehold Mortgagee with written notice that this Ground Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”)any and all sums which would at that time be due under this Ground Lease but for such termination, andand of all other defaults, for the avoidance of doubtif any, upon delivery of such Notice of Termination, no Permitted under this Ground Lease then known to Landlord. The Ground Leasehold Mortgagee shall thereupon have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with and upon the following terms and conditions:
A. Upon the written request of the Leased Property Leasehold Mortgagee, within 60 days after Landlord’s notice that this Ground Lease has been terminated, Landlord shall enter into a New Lease of the Premises with such Permitted the most senior Ground Leasehold Mortgagee giving notice within such period or its Permitted Leasehold Mortgagee Designee for designee (such designee subject to Landlord’s approval per the remainder standards set forth in Section 13.1 above) (as applicable, “New Tenant”); and
B. The New Lease shall be entered into at the reasonable cost of the term of this LeaseNew Tenant, shall be effective as of the date of terminationtermination of this Ground Lease, and shall be for the remainder of the Ground Lease Term and at the rent and additional rent, Rent and upon all the agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of hereof, and in substantially the same form as this Ground Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such . Any New Lease within thirty (30) days after shall require the date such Permitted Leasehold Mortgagee receives Landlord’s Notice New Tenant to cure or remedy any unfulfilled obligation of Termination Tenant under this Ground Lease which is reasonably susceptible of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of being cured. Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Ground Lease but for such rejection or termination (includingtermination, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, shall pay all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have attorneys and consultants’ fees and costs incurred by reason Landlord in connection with such defaults and termination, the recovery of such rejection or such termination possession of the Premises, and the preparation, execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLease.
Appears in 1 contract
Samples: Lease Agreement
New Lease. Upon written notice from any Lender or any successor or assign of a Lender following the termination of this Lease as a result of Lessee's default, Lessor shall enter into a new lease with such Lender or successor or assign of a Lender covering the Premises for the remainder of the Term of this Lease, at the same rent and subject to the same covenants, agreements, conditions, provisions, restrictions and limitations contained in this Lease; provided that such Lender, or successor or assign of a Lender: (a) shall give written notice of its intent to enter into such a new lease within sixty (60) days after it has become the owner of the Leasehold Estate, whether by foreclosure, transfer in lieu of foreclosure or otherwise and (b) cures all then existing uncured defaults of Lessee under this Lease which can practicably be cured by such Lender, or successor or assign of a Lender. Such new lease, and this covenant, shall have the same priority with respect to any rights, liens and interests intervening between the date of this Lease and the effective date of such new lease as this Lease. Each sublessee of the Premises whose sublease was in force and effect immediately prior to the termination of this Lease and did not by its own terms expire prior to the effective date of the new lease, shall attorn to the Lessee under the new lease. Each sublessee who hereafter enters into a sublease of all or any portion of the Premises shall be deemed to have agreed to the provisions of this Section 7.5. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following more than one Lender holding a Tenant Event Leasehold Deed of Default other than due Trust on the same portion of the Premises attempts to exercise the right to obtain a default that is subject new lease pursuant to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any 7.5 for such rejection or terminationportion of the Premises, Landlord agrees then priority for determination of which Lender is entitled to enter into a new lease (“New Lease”) lease, free and clear of the Leased Property rights of all other mortgages, shall be given to the Lender holding the Leasehold Deed of Trust with the highest priority lien upon such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder portion of the term Premises. Lessee shall not be relieved of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options any liability to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of Lessor under this Lease given by reason of Lessor's entering into a new lease pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeArticle 7.
Appears in 1 contract
Samples: Ground Lease (Boyd Gaming Corp)
New Lease. In the event that (a) If this Lease is terminated under Article 11 hereof or rejected in or disaffirmed pursuant to any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovelaw affecting creditors’ rights, Landlord shall provide give prompt notice thereof to each Permitted of the Leasehold Mortgagees and Mezzanine Lenders whose contact information Landlord has received in a Leasehold Mortgagee with written Notice, in the manner provided by the notice provisions of this Lease, which notice shall include or be accompanied by a statement of any and all sums that would at that time be due under this Lease has been rejected but for such termination, and of all defaults or terminated Events of Default, if any, described in reasonable detail, under this Lease then actually and personally known to Landlord (“Notice Landlord having no duty to investigate whatsoever). Landlord, upon written request of Termination”any such Leasehold Mortgagee or Mezzanine Lender (or if more than one Leasehold Mortgagee or Mezzanine Lender makes such request, the Leasehold Mortgagee or Mezzanine Lender having priority subject to Section 11.08 below), and, for made at any time within ninety (90) calendar days after the avoidance of doubt, upon delivery giving of such Notice of Terminationnotice by Landlord, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder Mezzanine Lender within ninety (90) calendar days after receipt of the term of this Leasesuch request, which new lease shall be effective as of the date of terminationsuch expiration of this Lease for the remainder of the Term, at the rent same Basic Rent, other rents and additional rentrents provided for herein, and upon the same terms, covenants covenants, conditions and conditions (including all then-remaining options agreements as are herein contained, subject only to renew but excluding requirements which have already been fulfilled) modifications or amendments of this Lease, provided:
(i) Lease made with Landlord’s sole and absolute discretion and the applicable Leasehold Mortgagee’s or Mezzanine Lender’s written consent and except as otherwise provided in this Section 11.07; provided that such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply Mezzanine Lender shall: (a) contemporaneously with the applicable terms delivery of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment request pay to Landlord for such New Lease within thirty (30) days after all the installments of Basic Rent, all other items of rent and all items of additional rent to which Landlord is entitled through the date of such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
expiration; (iiib) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, said new lease any and all sums for Basic Rent, all other items of rent and additional rent which would have been due hereunder from the date of expiration of this Lease (had this Lease not been terminated) to and including the date of the execution and delivery of said new lease, together with all of Landlord’s costs and expenses associated therewith, including, without limitation, all reasonable attorney’s fees incurred by Landlord in connection with the termination of this Lease and with the execution and delivery of such new lease, less only the net amount of all sums actually received by Landlord from any subtenants in occupancy of any part or parts of the Premises up to the date of commencement of such new lease; and (c) on or prior to the execution and delivery of such new lease, with due diligence and within a reasonable time, perform or cause to be performed all of the other covenants and agreements herein contained on Tenant’s part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new lease. Landlord shall have no obligation on the part of the Landlord to deliver physical possession of the Premises to the new tenant under the new lease unless Landlord at the time of the execution and delivery thereof of such new lease shall be due pursuant in physical possession thereof.
(b) [Intentionally Omitted]
(c) [Intentionally Omitted]
(d) The new lease and the leasehold estate thereby created shall, except as otherwise expressly set forth herein, be subject to the terms and conditions of this Lease. Landlord shall reasonably request that any fee mortgagee or underlying lessor in a sale/leaseback transaction execute any instruments reasonably necessary to cause its existing fee mortgage or underlying lease in a sale/leaseback transaction to unconditionally subordinate to the new lease if required (i.e., if it is not automatically subordinate to the new lease). Concurrent with the execution and delivery of such new lease, Landlord shall, provided there are any funds left in Landlord’s possession following Landlord’s reimbursement to itself of all costs and expenses and other damages incurred in connection with the breach of or default under this Lease but for by Tenant leading to such rejection or termination (replacement tenant’s succeeding to Tenant’s interest herein, including, for avoidance without limitation, all of doubtLandlord’s attorneys’ fees related to or connected with any of the same, pay (or shall cause to be paid) to the Leasehold Mortgagee or Mezzanine Lender tenant named in the new lease any amounts net proceeds (including rent from subtenants, insurance and condemnation proceeds) actually received by Landlord and to which Landlord is not entitled as reimbursement, damages or otherwise that become due prior would have been payable to and remained unpaid Tenant as of the date of execution of the Notice new lease but for the termination of Terminationthis Lease.
(e) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason Between the date of such rejection or such termination of this Lease and the execution and delivery of the New Lease and which have not otherwise been received new lease by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted the new tenant, if a Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Mezzanine Lender shall agree to remedy any have requested such new lease as provided in this Section 11.07, Landlord shall operate the Premises in a commercially reasonable manner, and Landlord shall not, between the date of Tenant’s defaults termination of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice this Lease and the date of Termination (or in any other execution of the new lease, without the written notice consent of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Mezzanine Lender, terminate any sublease, disturb the occupancy, interest or quiet enjoyment of any subtenant, or accept any cancellation, termination or surrender of any sublease (unless such termination or disturbance shall be effected as a matter of law on the termination of this Lease or is pursuant to the provisions of such sublease(s)) or enter into any lease of all or part of the Premises (other than a new lease with a subtenant entitled to a new lease pursuant to the terms of a subordination, non-disturbance and attornment agreement or similar agreement), which consent of such Leasehold Mortgagee Designeeor Mezzanine Lender shall not be unreasonably withheld, conditioned or delayed. Upon the execution and delivery of a new lease under this Section 11.07, all security deposits of subtenants that are actually in Landlord’s possession and all rent of subtenants paid to Landlord (in excess of such amounts necessary to reimburse Landlord for its costs, expenses and other damages such that Landlord is made whole with respect to any default of Tenant hereunder), if any, shall be transferred to the Leasehold Mortgagee or Mezzanine Lender as tenant under the new lease, and all such leases that have been made by Landlord shall be assigned and transferred, without recourse, by Landlord to such Leasehold Mortgagee or Mezzanine Lender as tenant named in such new lease, and such Leasehold Mortgagee or Mezzanine Lender, as the case may be, shall fully assume all of the same from Landlord and all obligations and liabilities of Landlord related thereto or otherwise connected therewith.
(f) Landlord shall take such reasonable actions, and sign and acknowledge such reasonable documents in form and substance reasonably acceptable to Landlord, as the Leasehold Mortgage or Mezzanine Lender as new tenant reasonably requests (at no cost or expense to Landlord) that are necessary to enable the new tenant to obtain title insurance on the leasehold estate of such new tenant under the new lease (including execution and delivery of a new memorandum of lease, if required), provided none of the same are inconsistent with the provisions of this Lease.
(g) All rights of Landlord, Leasehold Mortgagees and Mezzanine Lenders under this Section 11.07 shall survive the termination of this Lease to the extent applicable.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(fSection
17.1 (f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for the avoidance of doubt, any amounts that become due prior to and remained remain unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Lease (Caesars Entertainment, Inc.)
New Lease. In the event that of a termination of this Lease is rejected for any reason whatsoever or upon the rejection of this Lease by Landlord or a trustee in any a bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event will promptly notify the Fee Mortgagee of Default other than such termination and the amount of the sums then due to Tenant under this Lease, and the Fee Mortgagee shall have, within a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dperiod of forty-five (45) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for days after the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold date on which the Fee Mortgagee shall have received such notice from Tenant (such forty-five (45) day period shall be extended for a reasonable period of time to gain possession of the rights as described in Section 17.1(dinterest of Landlord under the Ground Lease through legal proceedings), the right to require Tenant to (and Tenant shall) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property Portfolio with such Permitted Leasehold the Fee Mortgagee or its Permitted Leasehold nominee or designee in accordance with the following provisions:
(A) The Fee Mortgagee Designee or its nominee or designee shall be entitled to such new lease if the Fee Mortgagee shall make written request upon Tenant for such new lease on or before the date which is forty-five (45) days after the date on which the Fee Mortgagee shall have received the notice from Tenant of such termination (such forty-five (45) day period shall be extended for a reasonable period of time to gain possession of the interest of Landlord under the Ground Lease through legal proceedings) and if such written request is accompanied by the Fee Mortgagee’s written agreement to pay to Tenant simultaneously with the execution and delivery of the new lease, and as a condition precedent to the effectiveness thereof, all sums then due to Tenant under this Lease, including all expenses of Tenant, including reasonable attorneys’ fees and reasonable court costs incurred by Tenant in connection with any and all defaults by Landlord, the termination of this Lease and the preparation of the new lease.
(B) Such new lease shall be for what would have been the remainder of the term of Term (if this LeaseLease had not been terminated), effective as of the date of such termination, and at the same rent and additional rent, and upon the same terms, provisions, covenants and conditions agreements as herein contained, including all rights and options herein contained (including all then-remaining options to renew but excluding requirements which have already been fulfilled) the Option rights of this Lease, provided:Tenant under Section 35).
(iC) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee lease shall comply with be subject to the applicable terms same conditions of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment title as this Lease is subject to Landlord for such New Lease within thirty (30) days after on the date immediately preceding such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeetermination.
Appears in 1 contract
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
: (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
; (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease 112 within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
; (iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
and (iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
Samples: Lease Amendment
New Lease. In the event that of the termination of this Master Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject as to cure by a which the Permitted Leasehold Mortgagee under Section had the opportunity (without legal impediment) to, but did not, cure the default as set forth in Sections 17.1(d) and Section 17.1(e) above, including pursuant to the disaffirmance or rejection of this Master Lease by Tenant in a bankruptcy, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease Master Xxxxx has been rejected or terminated (“Notice of Termination”), and, together with a statement of all sums which would at that time be due under this Master Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord and of all other defaults, if any, then known to Landlord. Xxxxxxxx agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) or any other transferee permitted to be assigned this Master Lease without consent of the Landlord pursuant to Section 22.2(iii)(d), for the remainder of the term of this Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Master Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Master Lease given pursuant to this Section 17.1(f);
(iiiii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Master Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under TenantXxxxxx; and
(iviii) such Such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlordsubsequent notice) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, or are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.
Appears in 1 contract
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default, Landlord shall, in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event addition to providing the notices of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) termination as required above, Landlord shall provide each Permitted any Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”"NEW LEASE") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this LeaseLease Term, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, provided:
(ia) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease within thirty sixty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice 's notice of Termination termination or actual termination, if later, of this Lease given pursuant to this Section 17.1(f);23.4.8.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s 's fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease Lease, and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and. Upon the execution of such New Lease, Landlord shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 23.4.8(b) or under the New Lease, an amount equal to the net income, if any, derived by Landlord from the Leased Premises during the period from the date of termination of this Lease to the date of the beginning of the lease term of such New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Paragraph (b), the payment obligation shall be satisfied if Landlord shall be paid the amount not in controversy, and the Leasehold Mortgage or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of fifteen percent (15%) and such obligation shall be adequately secured. For purposes of this Section 23.4.8(b), NET INCOME shall mean gross revenue derived by Landlord from the Leased Premises during the period from the date of termination of this Lease to the date of the beginning of the lease term of such New Lease, less all operating expenses, real and personal property taxes and debt service payments (with respect to debt incurred to own, operate, alter or manage the Improvements) incurred or paid by Landlord during such period.
(ivc) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree to remedy cure any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written 's notice of Landlord) termination and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeedesignee.
(d) The tenant under any New Lease shall, upon an assignment of such leasehold estate, be relieved and discharged from the obligations imposed on the tenant by such New Lease, provided that the assignee of such leasehold estate is solvent and financially and legally able to perform the obligations of the tenant for the unexpired term of the New Lease, in Landlord's reasonable judgment.
Appears in 1 contract
New Lease. In the event that of the termination of this Lease is rejected as a result of Tenant's default, Landlord shall, in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event addition to providing the notices of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) termination as required above, Landlord shall provide each Permitted any Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice terminated, together with a statement of Termination”), and, all sums which would at that time be due under this Lease but for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”"NEW LEASE") of the Leased Property Premises with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee for the remainder of the term of this LeaseLease Term, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which are not applicable or which have already been fulfilled) of this Lease, provided:
(ia) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to written request upon Landlord for such New Lease within thirty sixty (3060) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice 's notice of Termination termination or actual termination, if later, of this Lease given pursuant to this Section 17.1(f);23.4.8.
(iiib) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s 's fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease Lease, and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and. Upon the execution of such New Lease, Landlord shall allow to the tenant named therein as an offset against the sums otherwise due under this Section 23.4.8(b) or under the New Lease, an amount equal to the net income, if any, derived by Landlord from the Leased Premises during the period from the date of termination of this Lease to the date of the beginning of the lease term of such New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Paragraph (b), the payment obligation shall be satisfied if Landlord shall be paid the amount not in controversy, and the Leasehold Mortgage or its designee shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of fifteen percent (15%) and such obligation shall be adequately secured. For purposes of this Section 23.4.8(b), NET INCOME shall mean gross revenue derived by Landlord from the Leased Premises during the period from the date of termination of this Lease to the date of the beginning of the lease term of such New Lease, less all operating expenses, real and personal property taxes and debt service payments (with respect to debt incurred to own, operate, alter or manage the Improvements) incurred or paid by Landlord during such period.
(ivc) such Permitted Such Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee designee shall agree to remedy cure any of Tenant’s 's defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written 's notice of Landlord) termination and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being so cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeedesignee.
(d) Any New Lease made pursuant to this Section 23.4.8 shall be prior to any mortgage or other lien, charge or encumbrance on the fee of the Leased Premises and the tenant under such New Lease shall have the same right, title and interest in and to the Leased Premises and the buildings and improvements thereon as Tenant had under this Lease.
(e) The tenant under any New Lease shall, upon an assignment of such leasehold estate, be relieved and discharged from the obligations imposed on the tenant by such New Lease, provided that the assignee of such leasehold estate is solvent and financially and legally able to perform the obligations of the tenant for the unexpired term of the New Lease.
Appears in 1 contract
Samples: Lease Agreement (Grand Casinos Inc)
New Lease. In (a) Rejection of this Lease by the event that City in a bankruptcy proceeding involving the City shall not constitute a termination of this Lease unless SAMP, with the Lender's consent, or the Lender acting on its behalf, elects pursuant to any debtor relief laws to treat this Lease as terminated. If this Lease shall not be treated as terminated under debtor relief laws, SAMP (or the Lender if it has succeeded to SAMP's interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by such debtor relief laws. If this Lease is rejected in a bankruptcy proceeding involving the City pursuant to debtor relief laws and if SAMP (or the Lender on its behalf) elects pursuant to any bankruptcydebtor relief laws to retain its rights under this Lease, insolvency then the rights and remedies of the Parties will continue to be governed by the terms of this Lease and SAMP shall continue to have all rights of a tenant under applicable law. The City agrees that the rights of the Lender under the Leasehold Mortgage and any other document or dissolution proceeding instrument executed and delivered in connection with the Leasehold Mortgage shall not be affected or is terminated impaired by Landlord following a Tenant Event the rejection of Default other than due this Lease by the City. The City agrees to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(dprovide the Lender with at least ten (10) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with business days' prior written notice that of its intent to seek to reject this Lease has been rejected in any bankruptcy proceeding involving the City and that it shall not object to the Lender's standing to file pleadings, appear in court or terminated (“Notice of Termination”), andotherwise take any and all actions which the Lender deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Leased Property. The Parties agree, for the avoidance benefit of doubtthe Lender, that upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection of this Lease by the City, the right to exercise the election arising under the debtor relief laws either to treat this Lease as terminated or terminationto retain XXXX's rights hereunder shall be exercisable exclusively by the Lender and not by XXXX. Pending the City's written receipt of notice from the Lender as to such election, Landlord agrees SAMP shall without further act or deed be deemed to have elected to retain its rights under this Lease and to remain in possession of the Leased Property.
(b) In the event of the rejection or disaffirmance of this Lease by SAMP pursuant to any debtor relief laws, the City will enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee Lender or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee designee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease nominee within thirty (30) days after the request of Xxxxxx. The new lease shall be effective as of the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination rejection or disaffirmance of this Lease given pursuant and shall be upon the same terms and provisions contained in this Lease (including the amount of the Rent and other sums due from SAMP hereunder). In order to obtain a new lease, Xxxxxx must make a written request to the City for the new lease within sixty (60) days after the Lender is notified in writing of the effective date of rejection or disaffirmance of the Lease by XXXX, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Xxxxxx or the party designated by Xxxxxx as SAMP. In addition, Xxxxxx must cure all defaults under the Lease that can be cured by the payment of money and pay to the City all Rent and other sums that would have been due and payable by SAMP under this Lease but for the rejection or disaffirmance of Xxxxxx's rights under this Section 17.1(f);
(iii6.5(b) such Permitted Leasehold Mortgagee are in addition to, and not limited by, Xxxxxx's right to cure under Section 6.3. From the effective date of rejection or its Permitted Leasehold Mortgagee Designee shall pay or cause disaffirmance of this Lease to be paid to Landlord at the time date of the execution and delivery of such New Leasenew lease or the expiration of the period during which Lender may make a request; Lender may, upon payment of the Rent and any and all other sums which would at the time of execution and delivery thereof as may be due from SAMP, use and enjoy the leasehold estate created by this Lease without hindrance by the City. For so long as any Lender shall have the right to enter into a new lease with the City pursuant to this Lease but for such rejection or termination (includingSection 6.5, for avoidance of doubt, any amounts that become due prior to and remained unpaid as the City shall not enter into a new lease of the date of Leased Property with any Person other than such Lender, without the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason prior written consent of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeLender.
Appears in 1 contract
Samples: Ground Lease
New Lease. In the event that of any termination of this Lease is rejected in of which Landlord has received written notice by reason of a surrender, cancellation, or termination by Tenant, excluding any bankruptcytermination under Sections 14.4 or 20.2, insolvency or dissolution proceeding as a result of the rejection or is terminated by Landlord following disaffirmance of this Lease pursuant to bankruptcy law or other Law affecting creditors rights, or as a Tenant Event result of Default any other than due to termination of this Lease for any reason, excluding a default that is subject to cure by a Permitted Leasehold Mortgagee termination under Section 17.1(d) and Section 17.1(e) above10.6.2, then Landlord shall provide deliver notice to each Permitted Leasehold Mortgagee with written notice Lender that this Lease has been rejected terminated or terminated (“Notice rejected, as applicable. The notice shall include a statement of Termination”), and, all Rent that would be due under this Lease but for the avoidance termination hereof or the rejection of doubtthis Lease, upon delivery as applicable, and all other Events of Default, or breaches under this Lease, that are then known to Landlord, without the duty of inquiry; provided that in no event shall such notice prevent or estop Landlord from asserting other breaches under this Lease or Events of Default that become known to Landlord after the time the notice is sent to the Permitted Lender. The Permitted Mortgage Lender or any Permitted Mezzanine Lender or SPE Lender Affiliate nominated by the first priority Permitted Mortgage Lender (a “New Tenant”) shall then have the option, to be exercised within seventy-five (75) days following receipt of such Notice notice of Terminationtermination or rejection, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) aboveapplicable, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) with Landlord (the period of time during which any Permitted Lender may require a New Lease, the “New Lease Period”), in each case, on the following terms and conditions:
(i) The New Lease shall commence as of the Leased Property with such Permitted Leasehold Mortgagee date of the termination or its Permitted Leasehold Mortgagee Designee rejection of this Lease, as applicable, and shall be for the remainder of the term of Term, and at the Rent, terms, covenants, and conditions as this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;.
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time Upon execution of the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which that would at the time of execution and delivery thereof be due pursuant to under this Lease Lease, but for such rejection or termination, and shall pay all expenses, costs, attorneys’ fees, court costs, and disbursements incurred by Landlord in connection with any default and termination (includingof this Lease, for avoidance recovery of doubt, any amounts that become due prior to and remained unpaid as possession of the date Premises, and the execution, preparation and delivery of the Notice New Lease.
(iii) Upon execution of Termination) andthe New Lease, in addition thereto, the New Tenant shall cure all reasonable expenses, including reasonable documented attorney’s feesother defaults under this Lease, which have not yet been cured (other than any Incurable Default), with due diligence in a timely manner in accordance with the cure periods under the Lease assuming such cure periods commence with the execution of the New Lease and without additional notice (provided that Landlord shall have incurred by reason has already provided such notice of such rejection or such termination and default to New Tenant).
(iv) Nothing herein shall be construed to require Landlord to deliver possession of the Premises to the New Tenant. Upon execution and delivery of the New Lease, the New Tenant may take any and all appropriate actions as may be necessary to remove parties in possession from the Premises. Landlord shall not grant any real property interest in the Premises during the seventy-five (75) day period set forth in Section 10.3.2(d).
(v) The sublessee under each Sublease shall be deemed to have agreed that each sublessee whose Sublease was in effect immediately prior to the execution of such New Lease shall, on the date of its execution or the commencement of its term, whichever is later, pursuant to its Sublease, attorn to the New Tenant and the New Tenant shall accept such attornment of each Sublease which was entered into in compliance with the terms hereof; provided that Landlord shall have no obligation to require the same of sublessee and shall have no liability to New Tenant resulting from the failure of any sublessee to comply with this Section 10.3.2(d)(v). During such seventy-five (75) day period and thereafter if the Permitted Lender designated to exercise the cure rights under Section 10.3.2(a) timely accepts such offer of a New Lease until the termination or expiration of such New Lease, ownership of the Improvements shall not vest in Landlord, and the Permitted Lender’s lien that elected to exercise the cure rights under Section 10.3.2(a) in and to the Improvements shall continue unaffected by the termination of this Lease. Should neither the Permitted Lender designated to exercise the cure rights under Section 10.3.2(a) nor its Designated Nominee accept said offer for such New Lease in writing within said seventy-five (75) day period or, having so accepted said offer, should it fail promptly to execute the New Lease or satisfy the requirements of clauses (ii) and (iii) above in a timely manner, then the termination of this Lease shall be effective as to all of the Permitted Lenders and the Permitted Lenders shall have no further rights hereunder. Furthermore, if the first priority Permitted Mortgage Lender nominates Permitted Mezzanine Lender or an SPE Lender Affiliate that is affiliated with the Permitted Mezzanine Lender to receive the New Lease, then the New Tenant may, concurrently or promptly after receipt of the New Lease, enter into a new Financing Transaction with the Permitted Mortgage Lender(s) on substantially the same terms as those of the Financing Transaction(s) in place immediately prior to termination of this Lease (but with modifications, as necessary, to reflect the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any the new identity of Tenant’s defaults ). The security interest on the New Lease granted in connection with such Financing Transaction will be a Permitted Lease Financing Encumbrance. It is the intent of this provision to permit the Permitted Lender(s) that do not receive a New Lease to be in the same position in which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written they would have been had no Lease termination occurred. The New Tenant will provide to Landlord notice of Landlord) any such Financing Transaction, together with copies of documents evidencing such Financing Transaction and which can be cured through redlines against the payment of money orpreviously existing documents evidencing the Financing Transaction that is, if such defaults cannot be cured through the payment of moneyin effect, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeecontinued.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within Within thirty (30) days after Xxxxxxxx’s written request, Tenant shall enter into (i) an amendment to the date such Permitted Leasehold Mortgagee receives LandlordLease (the “ Expansion Space Amendment”) to exclude the Expansion Space from the Premises and (ii) a new lease (the “Expansion Space Lease”) for the Expansion Space. The Expansion Space Lease shall contain all of the same terms and conditions contained in the Lease, with the result being that Xxxxxxxx’s Notice and Tenant’s rights and obligations with respect to the Expansion Space will be unchanged following the execution of Termination the Expansion Space Amendment and Expansion Space Lease. Specifically, (i) the term of this the Expansion Space Lease given pursuant shall end concurrently with the term of the Lease, (ii) Tenant will not be allowed to this Section 17.1(f);
place or install exterior signage on the 4400 Xxxxxxxx Building, (iii) such Permitted Leasehold Mortgagee Landlord will not be required to pay to Tenant any tenant improvemen t allowance or its Permitted Leasehold Mortgagee Designee shall pay or cause inducement with respect to be paid to Landlord at the time of the execution and delivery of such New LeaseExpansion Space, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee the Additional Security Deposit shall agree to remedy any of constitute Tenant’s defaults security deposit under the Expansion Space Lease, (v) a default by Tenant under the Lease or the 4500 Xxxxxxxx Lease shall constitute a default by Tenant under the Expansion Space Lease, (vi) the monthly Base Rent for the Expansion Space shall be calculated pursuant to Section 26.3 of which said Permitted Leasehold Mortgagee was notified the Lease, with the aggregate monthly Base Rent payable by Landlord’s Notice Tenant under the Lease (after execution of Termination (or in any other written notice of Landlordthe Expansion Space Amendment) and the Expansion Space Lease to be an amount not less than monthly Base Rent payable by Tenant under the Lease prior to the execution of the Expansion Space Amendment and the Expansion Space and (vii) for purposes of determining Tenant’s obligations to surrender the Expansion Space to Landlord in the condition in which can it was received upon the expiration or earlier termination of the Expansion Space Lease, the date on which Tenant is to have received possession o f the Expansion Space shall be cured through deemed to be the payment date on which Xxxxxx received possession of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured Expansion Space under the Lease (as amended by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeethis Agreement) as opposed to the date on which Xxxxxx enters into the Expansion Space Lease.
Appears in 1 contract
New Lease. In the event that If this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant reason of the occurrence of an Event of Default other than due to or as a default that is subject to cure by result of Tenant’s becoming a Permitted Leasehold Mortgagee debtor under Section 17.1(d) and Section 17.1(e) abovethe Bankruptcy Code, Landlord shall provide each Permitted give notice thereof to the Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”if it is a Recognized Mortgagee), andwhich notice shall be sent by personal delivery or by registered or certified mail to such Leasehold Mortgagee at the address last furnished by such Leasehold Mortgagee to Landlord. If, for the avoidance of doubt, upon delivery within thirty (30) days after receipt of such Notice of Terminationnotice, no Permitted such Leasehold Mortgagee shall have pay, or arrange to the rights as described reasonable satisfaction of Landlord for the payment of, a sum of money equal to all Annual Net Rent and all Additional Rent due and payable by Tenant under this Lease immediately prior to the date of such termination, in Section 17.1(d) addition to all expenses, costs and Section 17.1(e) abovefees, including reasonable counsel fees, incurred by Landlord in terminating this Lease and in acquiring possession of the Leased Premises, together with a sum of money equal to the amount which, but rather for such Permitted termination, would have become due and payable under this Lease from such termination date up to and including a period of sixty (60) days after the date of the mailing of such notice (which total amount shall be specified by Landlord in the aforesaid written notice delivered by Landlord to such Leasehold Mortgagee), Landlord shall, upon the written request of such Leasehold Mortgagee instead shall have made any time within the rights described first thirty (30) days of such sixty (60) day period, join with the Leasehold Mortgagee, or its nominee, in this Section 17.1(f)). Following any executing and delivering within the last thirty (30) days of such rejection or termination, Landlord agrees to enter into sixty (60) day period a new lease (“New Lease”) of the Leased Property with Premises to such Permitted Leasehold Mortgagee Mortgagee, or its Permitted Leasehold Mortgagee Designee nominee, for the remainder of the term of Term, and with priority equal to this Lease, effective as of including priority over any Mortgage encumbering Landlord’s fee simple interest in and to the date of terminationLeased Premises, at the rent Annual Net Rent and additional rent, Additional Rent and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of contained in this Lease, provided:
(i) including such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee additional terms, covenants and conditions as Landlord shall comply with deem necessary to secure the applicable terms timely discharge of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee all liabilities and the timely performance of all obligations of the immediately preceding Tenant which shall make a binding, written, irrevocable commitment have accrued as well as those which shall have originated prior to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Leasenew lease. The Leasehold Mortgagee’s right to enter into such new Lease shall be subject to the condition that such Leasehold Mortgagee shall have paid to Landlord, any without duplication, a sum of money equal to all Annual Net Rent. All Additional Rent and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease other amounts which, but for such rejection or termination (includingtermination, for avoidance of doubt, any amounts that would have become due prior and payable under this Lease up to and remained unpaid as of including the date of the Notice commencement of Termination) andthe term of such new lease, in addition thereto, together with all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason incident to the preparation, execution, delivery and recording of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeenew lease.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that If Tenant has mortgaged its interest in this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee accordance with written notice that this Lease has been rejected or terminated (“Notice of Termination”), andits terms, for so long as any such Mortgage is outstanding and of record, prior to the avoidance exercise of doubtLandlord’s Termination Rights, upon delivery of such Notice of Terminationprovided Mortgagee is continuing to exercise (and has not abandoned) its cure rights as provided in Section 10.04, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees option to enter into obtain a new lease (a “New Lease”) in accordance with the terms of this Section 10.05.
(a) Mortgagee shall send written notice to Landlord in accordance with Article 25 of its exercise of the Leased Property option to obtain a New Lease at any time during which Mortgagee is exercising its cure rights within the applicable cure periods provided in Section 10.04 above and prior to Landlord exercising Landlord’s Termination Rights and Landlord shall enter into a New Lease of the Premises with such Permitted Leasehold the Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder any designee of the term of this LeaseMortgagee (such Mortgagee or such designee, the “New Tenant”).
(b) The New Lease shall be effective as of the date of termination, at termination of this Lease and shall be for the rent and additional rent, remainder of the Term and upon all of the same agreements, terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of . Upon the execution and delivery of such New Lease, the New Tenant shall pay any and all sums which would at the time of the execution and delivery thereof be due pursuant to under this Lease but for such rejection its termination, as aforesaid, and shall otherwise with reasonable diligence commence to remedy any non-monetary Events of Default under this Lease that are of a nature or termination (type that are capable of being cured by a party other than Tenant and shall pay all costs and expenses, including, for avoidance of doubtwithout limitation, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s counsel fees, which Landlord shall have court costs and disbursements incurred by reason Landlord in connection with such Events of such rejection or such termination Default and termination, the recovery of possession of said Xxxxxxxx and the preparation, execution and delivery of such New Lease. In the event of a dispute between the parties as to the reasonability of New Tenant’s diligence in remedying non-monetary Events of Default as provided in the preceding sentence, such dispute shall be determined by dispute resolution as provided in Article 34. Landlord shall have no obligation to deliver physical possession of the Premises in connection with the giving of any such New Lease to the extent that Landlord has not previously have recovered possession of same. As between Landlord and such New Tenant, any such New Lease and the leasehold estate thereby created, subject to the same conditions contained in this Lease, shall continue to maintain the same priority as this Lease with regard to any Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence.
(c) If there is more than one Mortgagee, Landlord shall enter into a New Lease with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the rights afforded by this Section 10.05.
(d) Any rejection of this Lease by any trustee of Tenant in any bankruptcy, reorganization, arrangement or similar proceeding which would otherwise cause this Lease to terminate, shall, without any action or consent by Landlord, Tenant or any Mortgagee, effect the transfer of Tenant’s interest hereunder to the senior Mortgagee or its nominee or designee. Such Mortgagee may reject the transfer of this Lease upon such transfer upon giving notice thereof to Landlord no later than sixty (60) days after notice from Landlord of such transfer. Such Mortgagee shall thereupon have no further obligations hereunder. Alternatively, the senior Mortgagee may request a New Lease in accordance with the provisions of this Section 10.05.
(e) Except as expressly provided in Section 10.04(f) regarding Mortgagee not having to cure any non-monetary Event of Default by Tenant that is not capable of being cured, nothing in this Section 10.05 releases Tenant from any of its obligations under this Lease which have not otherwise been received discharged or fully performed by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee DesigneeMortgagee.
Appears in 1 contract
Samples: Deed of Lease
New Lease. In the event that If this Lease is rejected in terminates for any bankruptcyreason (except with Leasehold Mortgagee’s consent or because of a Substantial Condemnation), insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted even if Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) abovefailed to timely exercise its cure rights for a Default, Landlord shall provide each Permitted promptly give Leasehold Mortgagee with written a Lease Termination Notice. By giving notice to Landlord on or before the day that this is forty five (45) days after Leasehold Mortgagee receives Landlord’s Lease has been rejected or terminated Termination Notice (such forty five (45) day period, the “Notice of TerminationNew Lease Option Period”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, may require Landlord agrees to enter into a new lease New Lease with New Tenant. Landlord need not do so, however, unless New Tenant has (“a) in the New Lease committed to cure all Monetary Defaults within thirty (30) days of commencement of the New Lease”, and to cure all Non-Monetary Defaults (except Tenant-Specific Defaults) within sixty (60) days of commencement of the Leased Property New Lease, except, in the case of any Nonmonetary Default that cannot with due diligence be cured within 60 days, New Tenant shall have commenced such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for cure and committed in the remainder New Lease to diligently prosecute such cure to completion within a reasonable time under the circumstances, provided however that any breach of Tenant’s Construction Obligations must be cured within ninety (90) days after the commencement of the term of New Lease; and (b) reimbursed Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to terminate this Lease, effective as of recover the date of termination, at the rent and additional rentPremises, and upon enter into the termsNew Lease. If Leasehold Mortgage exercises its option to require Landlord to enter into a New Lease with New Tenant, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
(i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Tenant shall comply with execute the applicable terms of Section 22.2;
(ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery expiration of the New Lease Option Period or the option shall be deemed to be waived and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designeeno further effect.
Appears in 1 contract
Samples: Lease Agreement
New Lease. In the event that that, for any reason, this Lease is rejected in terminates prior to satisfaction of all indebtedness and obligations secured or intended to be secured by any bankruptcyLeasehold Mortgage, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event the holder(s) of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees Leasehold Mortgage shall be entitled to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee Landlord, for the remainder balance of the term of this Lease (including rights to all extension or renewal options that have not been exercised), and on the same terms as set forth in this Lease (a “New Lease, effective as ”). The Leasehold Mortgagee shall be permitted to sublease all or a portion of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options Premises to renew but excluding requirements which have already been fulfilled) of this Lease, provided:
one or more new subtenants (i) without the further consent or approval of the Landlord so long as such Permitted Leasehold Mortgagee subtenants operate the Premises for school use (including, without limitation, a public charter school) and related educational and administrative purposes, including, without limitation, classrooms, and administrative offices, and for any other lawful use reasonably related to the foregoing operates an educational facility, or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2;
(ii) subject to the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, with respect to such Permitted subtenants operating the Premises for non-school use (including, without limitation, any office or retail use) (an “Expanded Use”). The Leasehold Mortgagee shall provide written notice to the Landlord via overnight guaranteed delivery service, with respect to any Expanded Use request, and the Landlord agrees that upon receipt of such request, Landlord shall provide its approval or its Permitted disapproval to Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after business days. Landlord agrees that with respect to any Expanded Use request, provided (i) the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);
(iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time financial strength of the execution and delivery of assignee or new subtenant is such New Leasethat Landlord, any and all sums which would at using objective financial criteria, may reasonably determine that such assignee or new subtenant has demonstrated financial captaincy to support the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as timely making of the date rent payments and to comply with all other obligations thereunder, (ii) the business reputation of the Notice of Termination) and, new subtenant is in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.accordance with generally acceptable commercial standards,
Appears in 1 contract
Samples: Master Lease Agreement
New Lease. In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee Lessor shall have the rights as described right, in Section 17.1(dconnection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and Section 17.1(e) aboveremoved from this Lease, but rather and to simultaneously execute a substitute lease with respect to such Permitted Leasehold Mortgagee instead Separated Property(ies), in which case:
31.2.1 Lessor and Lessee shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into execute a new lease (the “New Lease”) of the Leased Property with for such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this LeaseSeparated Property(ies), effective as of the date of terminationspecified in Section 31.2.3 below (the “New Lease Effective Date”), at in the rent same form and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of substance as this Lease, providedbut with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:
(ia) The total monthly Minimum Rent payable under such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee New Lease shall comply be the total applicable monthly Allocated Minimum Rent with the applicable terms of Section 22.2respect to such Separated Property(ies);
(iib) All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and
(c) The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such Permitted Leasehold Mortgagee or New Lease).
31.2.2 Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its Permitted Leasehold Mortgagee Designee shall make rights, obligations and/or benefits hereunder (other than of a binding, written, irrevocable commitment to Landlord for de minimis nature).
31.2.3 In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease within thirty shall be effective on the date which is the earlier of (30i) days the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10)days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f);notice is issued.
(iii) 31.2.4 Lessee and Lessor shall take such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution actions and delivery of execute and deliver such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expensesdocuments, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of without limitation the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and
(iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree an amendment to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money orthis Lease, if such defaults cannot be cured through the payment of money, as are reasonably susceptible necessary and appropriate to effectuate the provisions and intent of being cured by Permitted Leasehold Mortgagee or this Section 31.2.
31.2.5 Each party shall bear its Permitted Leasehold Mortgagee Designeeown costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.
Appears in 1 contract
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.)
