Common use of Non-Disturbance and Attornment Clause in Contracts

Non-Disturbance and Attornment. If Lender or any other subsequent purchaser of the Properties shall become the owner of the Properties by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Xxxxxx’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

Non-Disturbance and Attornment. If Lender (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord’s default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord’s default thereunder, (2) no such termination or foreclosure, or any other subsequent purchaser action or proceeding brought in pursuance thereof, or any deed in lieu of the Properties foreclosure, shall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Properties by reason Land and Building or, in the case of the foreclosure Mortgagee, the assignee of the Security Instrument Underlying Lease or the acceptance lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed or assignment in lieu of foreclosure foreclosure, then provided that Tenant shall recognize and attorn to the Mortgagee or by reason Overlandlord or any of any other enforcement of the Security Instrument (Lender their successors or such other purchaser being hereinafter referred as “Purchaser”)assigns, provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Tenant and Tenant the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any other lease given in substitution therefor, or such purchaser of the Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, covenants provisions, conditions and conditions set forth in the Lease and in obligations of this Lease, except that eventsuch owner, Tenant agrees to attorn to Purchaser and Purchaser lessee or purchaser (other than an entity which controls, is controlled by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornmentor is under common control with, provided, however, that Purchaser Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the consent of such Overlandlord or Mortgagee which would materially increase Landlord’s obligations, materially decrease Tenant’s obligations, or reduce the rent or the Term, (iii) liable for the failure any act or omission of any prior landlord (including Landlord) under this Lease, except any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under act or omission which either involves the Lease which have accrued prior to the date on which Purchaser shall become the owner physical condition of the Properties; Premises and is continuing at the time of such succession, or as to which such Overlandlord or Mortgagee shall have been given notice and an opportunity to cure, (iiiv) subject to any offsetsoffsets or defenses of any prior landlord (including Landlord), defensesexcept (A) as to any failure of Landlord to perform on account of which failure a claim, abatements defense or counterclaims which shall have accrued in favor counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner rent on account of a casualty or taking or a failure under Section 7.4 of the Properties; Lease, and (iiiC) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any initial work or installations which are required to be made by Landlord under this Lease, except for the funding of Landlord’s Contribution as required by Exhibit C, (vi) liable for the return of rental any security depositsdeposit provided by Tenant, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually security deposit shall have been received in hand by Purchaser; such Overlandlord or Mortgagee, (ivvii) bound by any payment of rents, additional rents obligated to repair the Premises or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the LeaseBuilding, or any waiver of the terms of the Lease, made without Xxxxxx’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreementpart thereof, in the case event of clauses (i) and (ii) hereindamage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the foregoing event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall not limit either (1) Tenant’s have the right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements its termination right under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge)Section 12.1 hereof, or (2viii) Purchaser’s liability for obligated to repair the Premises or the Building, or any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the Premises or Building not taken, provided that any liability of Purchaser if such Overlandlord or Mortgagee does arise pursuant not restore the Premises or the Building, Tenant shall have the right to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interestexercise its termination right under Section 12.7.

Non-Disturbance and Attornment. If If, at any time, Lender or any other subsequent purchaser person or entity or any of their successors or assigns who shall acquire the Properties shall become the owner interest of the Properties by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists Landlord under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as Lease through a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “ New Owner ”) shall succeed to Tenant’s possession and rights the interests of Landlord under the Lease; and (c) , so long as the Lease shall is then in full force and effect, and no default after the giving of any required notice, and expiration of any applicable grace period, under the Lease (a “ Default ”) on the part of Tenant exists under the Lease (and provided the Lease has not be previously been terminated or affected thereby but in accordance with its terms), the Lease shall continue in full force and effect as a direct lease between Purchaser the New Owner and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in of the Lease and in that eventLease, for the balance of the term thereof. Tenant hereby agrees to attorn to Purchaser and Purchaser accept any such New Owner as landlord under the Lease and to be bound by virtue of such acquisition and perform all of the Properties shall obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the quiet enjoyment, possession, use or occupancy of Tenant and will be deemed to have agreed to accept such attornment, bound by all of the obligations imposed on Landlord by the Lease; provided, however, that Purchaser any New Owner shall not be (i) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Xxxxxx’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.be:

Non-Disturbance and Attornment. If Lender (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord's default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord's default thereunder, (2) no such termination or foreclosure, or any other subsequent purchaser action or proceeding brought in pursuance thereof, or any deed in lieu of the Properties foreclosure, shall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Properties by reason Land and Building or, in the case of the foreclosure Mortgagee, the assignee of the Security Instrument Underlying Lease or the acceptance lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed or assignment in lieu of foreclosure foreclosure, then provided that Tenant shall recognize and attorn to the Mortgagee or by reason Overlandlord or any of any other enforcement of the Security Instrument (Lender their successors or such other purchaser being hereinafter referred as “Purchaser”)assigns, provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Tenant and Tenant the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any other lease given in substitution therefor, or such purchaser of the Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, covenants provisions, conditions and conditions set forth in the Lease and in obligations of this Lease, except that eventsuch owner, Tenant agrees to attorn to Purchaser and Purchaser lessee or purchaser (other than an entity which controls, is controlled by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornmentor is under common control with, provided, however, that Purchaser Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the consent of such Overlandlord or Mortgagee which would materially increase Landlord's obligations, materially decrease Tenant's obligations, or reduce the rent or the Term, (iii) liable for the failure any act or omission of any prior landlord (including Landlord) under this Lease, except any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under act or omission which either involves the Lease which have accrued prior to the date on which Purchaser shall become the owner physical condition of the Properties; Premises and is continuing at the time of such succession, or as to which such Overlandlord or Mortgagee shall have been given notice and an opportunity to cure, (iiiv) subject to any offsetsoffsets or defenses of any prior landlord (including Landlord), defensesexcept (A) as to any failure of Landlord to perform on account of which failure a claim, abatements defense or counterclaims which shall have accrued in favor counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner rent on account of a casualty or taking or a failure under Section 7.4 of the Properties; Lease, and (iiiC) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any initial work or installations which are required to be made by Landlord under this Lease, except for the funding of Landlord's Contribution as required by Exhibit C, (vi) liable for the return of rental any security depositsdeposit provided by Tenant, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually security deposit shall have been received in hand by Purchaser; such Overlandlord or Mortgagee, (ivvii) bound by any payment of rents, additional rents obligated to repair the Premises or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the LeaseBuilding, or any waiver of the terms of the Lease, made without Xxxxxx’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreementpart thereof, in the case event of clauses (i) and (ii) hereindamage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the foregoing event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall not limit either (1) Tenant’s have the right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements its termination right under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge)Section 12.1 hereof, or (2viii) Purchaser’s liability for obligated to repair the Premises or the Building, or any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the Premises or Building not taken, provided that any liability of Purchaser if such Overlandlord or Mortgagee does arise pursuant not restore the Premises or the Building, Tenant shall have the right to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interestexercise its termination right under Section 12.7.

Non-Disturbance and Attornment. If Lender or any other subsequent purchaser of the Properties shall become the owner of the Properties Provided Tenant complies with this Agreement and is not in default (as determined by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce under the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest Lease in the Lease, pursuant to foreclosure payment of the Security Instrument rent or additional rent or the acceptance of a deed or assignment in lieu of foreclosure or by reason performance of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in conditions, covenants, clauses or agreements on its part to be performed under the Lease (beyond any period of time given Tenant to cure) as of the date the Agent commences foreclosure proceedings or accepts a deed in lieu of foreclosure, or at any time thereafter, no default under the Mortgage Instrument, as renewed, modified, extended, increased, spread, replaced or consolidated, and in that event, Tenant agrees no proceeding to attorn to Purchaser foreclose the same will disturb Tenant's possession or rights under said Lease and Purchaser by virtue of the Lease will not be affected or cut off thereby. Notwithstanding any such foreclosure or other acquisition of the Properties Demised Premises by Agent or any third party, the Tenant shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior attorn to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsetsAgent or such third party, defenses, abatements or counterclaims which shall have accrued and so long as Tenant is not in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of default under the terms of the Lease, made without Xxxxxx’s written consent; the Lease will be recognized as a direct lease from the Agent or (vi) any consensual or negotiated surrenderother party acquiring the Demised Premises upon the foreclosure sale, cancellationexcept that the Agent, or termination any subsequent owner, shall not (a) be liable for any previous act or omission of Landlord under the Lease, in whole (b) be subject to any offset, claim or in partdefense which shall theretofore have accrued against Landlord, agreed upon between Borrower and Tenant(c) have any obligation with respect to any security deposited under the Lease unless such security has been physically delivered to the Agent, or (d) be bound by any previous amendment or modification of the Lease or by any previous prepayment of rent for a period greater than one (1) month, unless effected unilaterally such amendment, modification or prepayment shall have been expressly approved in writing by Tenant pursuant to the express terms of the LeaseAgent. Notwithstanding anything to the contrary contained in this Agreementforegoing, in the case event that the construction of clauses (i) and (ii) herein, the foregoing shall Demised Premises has not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within been substantially completed at the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions the Agent or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser any third party succeeds to the interest of Prior the Landlord shall not be subject to challenge), or (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In Lease by reason of foreclosure or other proceedings brought by the event Agent or by any transfer in lieu of foreclosure, then, in such event, Tenant hereby agrees that the Agent or any liability of Purchaser does arise pursuant such third party shall have the right to this Agreement, such liability shall be limited cancel and restricted terminate the Lease upon written notice to Purchaser’s interest in the Properties and shall in no event exceed such interestTenant.