LANDLORD'S LIEN Notwithstanding anything to the contrary, Landlord waives any and all rights, title and interest Landlord now has, or hereafter may have, whether statutory or otherwise, to Tenant's inventory, equipment, furnishings, trade fixtures, books and records, and personal property paid for by Tenant located at the Premises (singly and/or collectively, the "Collateral"). Landlord acknowledges that Landlord has no lien, right, claim, interest or title in or to the Collateral. Landlord further agrees that Tenant shall have the right, at its discretion, to mortgage, pledge, hypothecate or grant a security interest in the Collateral as security for its obligations under any equipment lease or other financing arrangement related to the conduct of Tenant's business at the Premises. Landlord further agrees to execute and deliver within three (3) business days any UCC filing statement or other documentation required to be executed by Landlord In connection with any such lease or financing arrangement. Notwithstanding the foregoing, all trade fixtures, signs, equipment, furniture, or other personal property of whatever kind and nature kept or installed on the Premises by Tenant shall not become the Property of Landlord or a part of the realty no matter how affixed to the Premises and may be removed by Tenant at any time and from time to time during the entire term of this Lease. Upon request of Tenant or its assignees or any subtenant, Landlord shall execute and deliver any real estate consent or waiver forms submitted by any vendors, equipment lessors, chattel mortgagees, or holders or owners of any trade fixtures, signs, equipment, furniture, or other personal property of any kind and description kept or installed on the Premises setting forth that Landlord waives, in favor of the vendor, equipment lessor, chattel mortgagee, or any holder or owner, any superior lien, claim, interest or other right therein. Landlord shall further acknowledge that property covered by the consent or waiver forms is personal property and is not to become a part of the realty no matter how affixed thereto, and that such property may be removed from the Premises by the vendor, equipment lessor, chattel mortgagee, owner, or holder at any time upon default in the terms of such chattel mortgage or other similar documents, free and clear of any claim or lien of Landlord. Tenant shall promptly repair any damage and restore the portion of the Premises caused by the removal of such property, whether effected by Tenant or Tenant's vendors, chattel mortgagees, or equipment lessors.
Lessor Liens No Lessor Liens (other than those created by the Operative Documents) exist on the Closing Date on the Leased Property, or any portion thereof, and the execution, delivery and performance by the Lessor of this Master Agreement or any other Operative Document to which it is or will be a party will not subject the Leased Property, or any portion thereof, to any Lessor Liens (other than those created by the Operative Documents).
Landlord’s Property All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord; provided, however, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Alterations or improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installation of such Alterations or improvements or, at Landlord’s election, to a building standard tenant improved condition as determined by Landlord; provided; however, that notwithstanding the foregoing, upon request by Tenant at the time of Tenant’s request for Landlord’s consent to any Alteration or improvement, Landlord shall notify Tenant whether the applicable Alteration or improvement will be required to be removed pursuant to the terms of this Section 8.5. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations or improvements in the Premises and return the affected portion of the Premises to their condition existing prior to the installation of such Alterations or improvements or, if elected by Landlord, to a building standard tenant improved condition as determined by Landlord, prior to the expiration or earlier termination of this Lease, then Rent shall continue to accrue under this Lease in accordance with Article 16, below, after the end of the Lease Term until such work shall be completed, and Landlord shall have the right, but not the obligation, to perform such work and to charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien, including but not limited to, court costs and reasonable attorneys’ fees, in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease.
Use of the Leased Property (a) Tenant shall use or cause to be used the Leased Property and the improvements thereon of each Facility for its Primary Intended Use. Tenant shall not use the Leased Property or any portion thereof or any Capital Improvement thereto for any other use without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Landlord acknowledges that operation of each Facility for its Primary Intended Use generally requires a Gaming License under applicable Gaming Regulations and that without such a license neither Landlord nor GLP may operate, control or participate in the conduct of the gaming and/or racing operations at the Facilities.
(b) Tenant shall not commit or suffer to be committed any waste on the Leased Property (including any Capital Improvement thereto) or cause or permit any nuisance thereon or to, except as required by law, take or suffer any action or condition that will diminish the ability of the Leased Property to be used as a Gaming Facility after the expiration or earlier termination of the Term.
(c) Tenant shall neither suffer nor permit the Leased Property or any portion thereof to be used in such a manner as (i) might reasonably tend to impair Landlord’s title thereto or to any portion thereof or (ii) may make possible a claim of adverse use or possession, or an implied dedication of the Leased Property or any portion thereof.
(d) Except in instances of casualty or condemnation, Tenant shall continuously operate each of the Facilities for the Primary Intended Use. Tenant in its discretion shall be permitted to cease operations at a Facility or Facilities if such cessation would not reasonably be expected to have a material adverse effect on Tenant, the Facilities, or on the Leased Property, taken as a whole, provided that the following conditions are satisfied: (i) no Event of Default has occurred and is continuing immediately prior to or immediately after the date that operations are ceased or as a result of such cessation; and (ii) the Percentage Rent due from each and every such Facility whose operations have ceased will thereafter be subject to a floor which will be calculated based on the Percentage Rent that would have been paid for such Facility if Percentage Rent were adjusted based on Net Revenues for the Fiscal Year immediately preceding the time that Tenant ceased operations at the Facility.
Landlord’s Title Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.
Landlord Consents Pledgor shall use commercially reasonable efforts to deliver to Secured Party an executed letter in form and substance acceptable to Secured Party from each landlord from which Pledgor leases premises on which Goods or Inventory of Pledgor with a book value in excess of ten million dollars ($10,000,000) is located, stored, used or held in the United States of America promptly upon the book value of Goods or Inventory located, stored, used or held at such premises reaching ten million dollars ($10,000,000) (each such letter, a "LANDLORD WAIVER LETTER") pursuant to which such landlord, among other things, acknowledges the security interest granted by Pledgor to Secured Party in such Goods and Inventory, waives or subordinates any Lien such landlord may have in respect of such Goods or Inventory and agrees to provide the Secured Party with access to such premises upon the occurrence and during the continuance of an Event of Default.
Waiver of Landlord’s Lien To the extent permitted by Law, Lessor hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon Lessee’s personal property now or hereafter installed or placed in or on the Leased Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by Lessee to Lessor.
Lessor's Lien To the fullest extent permitted by applicable law, Lessor is granted a lien and security interest on all Lessee’s personal property now or hereinafter placed in or upon the Leased Property, and such lien and security interest shall remain attached to such Lessee’s personal property until payment in full of all Rent and satisfaction of all of Lessee’s obligations hereunder; provided, however, Lessor shall subordinate its lien and security interest to that of any non-Affiliate of Lessee which finances such Lessee’s personal property or any non-Affiliate conditional seller of such Lessee’s personal property, the terms and conditions of such subordination to be satisfactory to Lessor in the exercise of reasonable discretion. Lessee shall, upon the request of Lessor, execute such financing statements or other documents or instruments reasonably requested by Lessor to perfect the lien and security interests herein granted. Lessee hereby authorizes Lessor to execute and file financing statements signed only be a representative of Lessor covering the security interest of Lessor in Lessee’s personal property.
Condition of Subleased Premises (a) Subtenant represents that it has made or caused to be made a thorough examination and inspection of the Subleased Premises and is familiar with the condition of every part thereof. Subtenant agrees that, except as expressly provided herein, (i) it enters into this Sublease without relying upon any representations, warranties or promises by Sublandlord, its agents, representatives, employees or any other person in respect of the Building or the Subleased Premises, (ii) no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein, (iii) Sublandlord shall deliver the Subleased Premises broom-clean and otherwise in the condition which Sublandlord received the Subleased Premises from Prime Lessor and Sublandlord shall have no obligation to do any work in order to make the Subleased Premises suitable and ready for occupancy and use by Subtenant, and (iv) the Subleased Premises are in satisfactory condition. Notwithstanding the foregoing, Subtenant acknowledges receipt from Prime Lessor of a decommissioning report with respect to the Subleased Premises prepared by Ramboll US Corporation and dated March 17, 2020 (the “Decommissioning Report”) and has accepted the results set forth in the Decommissioning Report. Sublandlord represents and warrants to Subtenant that Sublandlord has not physically occupied the Subleased Premises at any time, including from and after the date of the Decommissioning Report.
(b) Subtenant shall keep and maintain the Subleased Premises, the furniture, fixtures and equipment therein (including, without limitation, all laboratory-specific mechanical equipment) clean and in good order, repair and condition, except for reasonable wear and tear and damage by fire or other casualty or condemnation. To the extent agreed to by Prime Lessor, Subtenant shall be entitled to the benefit of those obligations of Prime Lessor set forth in the Prime Lease as to Prime Lessor’s obligation to maintain Building Systems.
(c) Subtenant shall make no alteration, installation, removal, addition or improvement in or to the Subleased Premises or to any other portion of the Building without the prior written consent of each of Sublandlord and, if required pursuant to the terms of the Prime Lease, Prime Lessor, and then, only in compliance fully with the terms of this Sublease and the Prime Lease. Sublandlord may withhold consent in its sole discretion to any alteration, installation, addition or improvement proposed by Subtenant. Sublandlord may require Subtenant to remove any and all alterations, installations, additions or improvements that Subtenant makes to the Subleased Premises upon the expiration or termination of the Term, and to restore the Subleased Premises to its condition prior to such alterations, installations, additions or improvements.
(d) During the Term of the Sublease, and subject to Prime Lessor’s consent, Subtenant may use 0.90 parking spaces in the Technology Square Garage per 1,000 rentable square feet of the Subleased Premises as allocated to Sublandlord pursuant to Section 10 of the Prime Lease. Such parking use by Subtenant shall, subject to Prime Lessor’s consent, be at the same cost per space as charged to Sublandlord from time to time pursuant to the Prime Lease, and such use by Subtenant shall be in accordance with Section 10 of the Prime Lease as amended from time to time and all published rules and regulations of the Landlord and/or the operator of the Technology Square Garage as to such parking use.
Landlord Liability Tenant, its successors, and assigns shall not assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Industrial Center. Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord under this Lease. In no event whatsoever shall Landlord (which term shall include, without limitation, any general or limited partner, trustees, beneficiaries, officers, directors, or stockholders of Landlord) ever be personally liable for any such liability.
